<SEC-DOCUMENT>0001213900-24-061487.txt : 20240716
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<ACCEPTANCE-DATETIME>20240715203410
ACCESSION NUMBER:		0001213900-24-061487
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		21
CONFORMED PERIOD OF REPORT:	20240712
ITEM INFORMATION:		Entry into a Material Definitive Agreement
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:		Financial Statements and Exhibits
FILED AS OF DATE:		20240716
DATE AS OF CHANGE:		20240715

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCWorx Corp.
		CENTRAL INDEX KEY:			0001674227
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
		ORGANIZATION NAME:           	07 Trade & Services
		IRS NUMBER:				475412331
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37899
		FILM NUMBER:		241118431

	BUSINESS ADDRESS:	
		STREET 1:		590 MADISON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2127397825

	MAIL ADDRESS:	
		STREET 1:		590 MADISON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Alliance MMA, Inc.
		DATE OF NAME CHANGE:	20160510
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<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>UNITED STATES</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

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

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<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>CURRENT REPORT</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Pursuant to Section 13 or 15(d) of the</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Securities Exchange Act of 1934</b></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Exact name of registrant as specified in its
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&#160;</p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

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    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</span></td></tr>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Securities registered pursuant to Section 12(b) of the Act: None.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (&#167;240.12b-2 of this chapter).&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 409.2pt; text-align: right">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right">Emerging&#160;growth&#160;company <span id="xdx_901_edei--EntityEmergingGrowthCompany_c20240712__20240712_zY7SspywQDv7"><ix:nonNumeric contextRef="AsOf2024-07-12" format="ixt:booleantrue" id="Fact000026" name="dei:EntityEmergingGrowthCompany">&#9746;</ix:nonNumeric></span></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 409.2pt; text-align: right">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">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. <span id="xdx_902_edei--EntityExTransitionPeriod_c20240712__20240712_zVbjqA7XrT1a"><ix:nonNumeric contextRef="AsOf2024-07-12" format="ixt:booleanfalse" id="Fact000027" name="dei:EntityExTransitionPeriod">&#9744;</ix:nonNumeric></span></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Item 1.01 Entry into a Material Definitive
Agreement.</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">On July 12, 2024, SC Worx
Corp. (the &#8220;<span style="text-decoration: underline">Company</span>&#8221;, &#8220;&#8220;Registrant&#8221;, <span style="text-decoration: underline">we</span>&#8221;, &#8220;<span style="text-decoration: underline">us</span>&#8221;, &#8220;<span style="text-decoration: underline">our</span>&#8221;)
entered into a Securities Purchase Agreement (&#8220;<span style="text-decoration: underline">SPA</span>&#8221;) with certain accredited investors (the &#8220;<span style="text-decoration: underline">Investors</span>&#8221;),
and, pursuant to the SPA, sold to the Investors a new series of senior secured convertible notes (the &#8220;<span style="text-decoration: underline">Convertible Notes</span>&#8221;)
with an aggregate original principal amount of $1,155,000 and an initial conversion price of $1.43 per share, subject to adjustment as
described in the Convertible Notes, and Series A warrants (the &#8220;<span style="text-decoration: underline">Series A Warrants</span>&#8221;, Series B warrants (the &#8220;<span style="text-decoration: underline">Series
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additional shares of the Company&#8217;s common stock (collectively, the &#8220;<span style="text-decoration: underline">Warrants</span>&#8221; and together with the Notes, the
&#8220;<span style="text-decoration: underline">Notes Offering</span>&#8221;). The Warrants are exercisable immediately, one-third of which (the Series A Warrants) are exercisable
at a price of $1.43 per share and two-thirds of which (the Series B Warrants and the Series C Warrants) are exercisable at a price of
$1.573 per share, all expiring five years from the date of issuance. There is no established public trading market for the Warrants and
we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system. The Notes Offering
was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving
any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. Each
of the Investors represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and that it was acquiring
the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
The securities were offered without any general solicitation by the Company or its representatives.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The closing of the Note
Offering is expected to occur on July 16, 2024.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The aggregate gross proceeds
from the Offerings are expected to be $1,155,000, consisting of $825,000 in cash proceeds and the exchange of an outstanding Secured Promissory
Note in the principal amount of $330,000. The Company expects to use proceeds from the Offering to fund operating expenses and for general
working capital, fees and expenses.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>SPA </b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The SPA contains certain
representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants
contained in the SPA were made solely for the benefit of the parties to the SPA and may be subject to limitations agreed upon by the contracting
parties.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Convertible Notes</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Payment</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The Convertible Notes
will mature on the earlier of (i) January 15, 2025, if the Company (x) has not filed its Annual Report on Form 10-K for the year ended
December 31, 2023, its Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and its Quarterly Report on Form 10-Q for
the three and six months ended June 30, 2024 or (y) is not in compliance with Nasdaq&#8217;s continued listing standards; and (ii) December
31, 2025 (&#8220;Maturity Date&#8221;). Principal under the Convertible Notes is payable in equal monthly installments beginning on (i)
the earlier of (A) 30 days after the effective date of the Registration Statement (as defined below) or (B) 60 days after the Company
has filed its Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Report on Form 10-Q for the three months
ended March 31, 2024 and its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 and ending on the Maturity
Date. Amortization payments are payable, at the Company&#8217;s election, in cash or, subject to certain limitations, in shares of common
stock valued at the lower of, (i) the Conversion Price then in effect, and (ii) the greater of (x) the $0.292 floor price (subject to
adjustment) and (y) 80% of the quotient of (A) the sum of the closing prices of the shares of Common Stock for each of the three (3) Trading
Days with the lowest closing prices of the shares of Common Stock during the twenty (20) consecutive Trading Day period ending and including
the Trading Day immediately prior to the applicable Installment Date, divided by (B) three (3). Except as specifically permitted by the
Convertible Notes, we will not be permitted to prepay any portion of the outstanding principal or accrued and unpaid interest.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Interest</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The Convertible Notes
will accrue compounding interest at the rate of 10.0% per annum, which will be payable in cash or shares of our common stock at the Company&#8217;s
option, in arrears quarterly in accordance with the terms of the Convertible Notes. Upon the occurrence and during the continuance of
an Event of Default (as defined in the Convertible Notes), the Convertible Notes will accrue interest at the rate of 18.0% per annum.
See &#8220;-Events of Default&#8221; below.&#160;<span style="background-color: white">Upon conversion, holders of the Convertible Notes
are also entitled to receive an interest make-whole payment.</span></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Conversion</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">Each Convertible Note
will be convertible, at the option of the applicable noteholder, into shares of our common stock at an initial fixed conversion price
of $1.43 per share. The conversion price will be subject to standard adjustments in the event of any stock split, stock dividend, stock
combination, recapitalization or other similar transactions The conversion price is also subject to a &#8220;full ratchet&#8221; anti-dilution
adjustment which, in the event that we issue or are deemed to have issued, certain securities at a price lower than the then applicable
conversion price, immediately reduces the conversion price to equal the price at which we issued or was deemed to have issued our common
stock. In addition, if we sell or issue any options or convertible securities that are convertible into or exchangeable or exercisable
for shares of our 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, the holder
of a Convertible Note will have the right to substitute the variable price for the fixed conversion price upon conversion of all or part
of the Convertible Note.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Limitations</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><span style="background-color: white">Notwithstanding
the foregoing, our ability to settle conversions and make amortization and interest make-whole payments using shares of our common stock
is subject to certain limitations set forth in the Convertible Notes, including a limit on the number of shares that may be issued until
the time, if any, that the Company&#8217;s stockholders have approved the issuance of more than 19.9% of the Company&#8217;s outstanding
shares of common stock in accordance with Nasdaq listing standards (the &#8220;Nasdaq Stockholder Approval&#8221;). The Company has agreed
to seek stockholder approval of these matters at a meeting to be held no later than September 12, 2024. Further, the Notes contain a beneficial
ownership limitation as to each holder of 4.99% of the number of shares of common stock outstanding immediately after giving effect to
the issuance of shares of common stock issuable upon conversion of, or as part of any amortization payment or interest make-whole payment
under, the Convertible Notes or Warrants.</span></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Events of Default</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The Convertible Notes
include certain customary Events of Default, including, among other things, the failure to file and maintain an effective shelf registration
statement covering the sale of the noteholder&#8217;s securities registrable pursuant to the Registration Rights Agreement and Company&#8217;s
failure to pay any amounts due to holders of the Convertible Notes when due. In connection with an Event of Default, each noteholder will
be able to require us to redeem in cash any or all of the noteholder&#8217;s Convertible Note at a premium as set forth in the Convertible Note.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Covenants</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">We will be subject to
certain customary affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions,
the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and
the transfer of assets, among other matters.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"><b><i>Security Interest</i></b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The Convertible Notes
are secured by a first priority security interest in substantially all of our assets, as evidenced by a Guaranty and Security agreement
in favor of Iroquois Capital Management, LLC in its capacity as collateral agent (the &#8220;<span style="text-decoration: underline">Security Agreement</span>&#8221;).</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Warrants</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The exercise price of the Series A Warrants is
$1.43 per share, subject to adjustment as described below. The exercise price of the Series B Warrants and Series C Warrants is $1.573,
subject to adjustment as described below. The Series <span style="text-decoration: underline double">A</span> Warrants and Series <span style="text-decoration: underline double">B</span>
Warrants are each immediately exercisable. The Series <span style="text-decoration: underline double">C</span> Warrants become exercisable
at any time that any portion of the Series <span style="text-decoration: underline double">B</span> Warrants are exercised. <span style="text-decoration: underline double">The
term of the Series A Warrants, Series B Warrants and Series C Warrants is five years from the issue date</span>. The Warrants are also
exercisable on a cashless basis at any time the registration statement covering the shares issuable upon the exercise of the Warrants
is not effective. The Warrants are not exercisable if, after giving effect to the exercise, the holder or any of its affiliates would
be the beneficial owner as determined in accordance with the rules of the SEC of in excess of 4.99% of our outstanding shares of common
stock.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The exercise price is subject to adjustment for
stock splits, combinations or similar events, and, in such event, the number of shares issuable upon the exercise of the Warrant will
also be adjusted such that the aggregate Warrant exercise price shall be the same immediately before and immediately after such adjustment.
In addition, the Warrant exercise price is also subject to a &#8220;full ratchet&#8221; anti-dilution adjustment which, in the event that
we issue or are deemed to have issued, certain securities at a price lower than the then applicable Warrant exercise price, immediately
reduces Warrant exercise price to equal the price at which we issued or was deemed to have issued, our common stock.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">If we sell or issue any options or convertible
securities that are convertible into or exchangeable or exercisable for shares of our 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, the holder of a Warrant will have the right to substitute the variable price
for the Warrant exercise price upon exercise of all or part the Warrant.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Series B Warrants are subject to a call option
whereby provided that there is an effective Registration Statement that covers the resale of all of the Warrant Shares, the Company has
the option to &#8220;call&#8221; the exercise of any or all of the Series B Warrants from time to time by providing written notice (the
&#8220;Call Notice&#8221;) to the Holder after any period of twenty (20) consecutive Trading Days (the &#8220;Measurement Period&#8221;)
during which, on each day of the Measurement Period, (i) the daily VWAP of the Common Stock is not less than 300% of the Exercise Price
in effect, (ii) the total daily trading dollar volume of the Common Stock is at least $1,000,000 and (iii) the Equity Conditions (as defined
therein) are satisfied. During the thirty (30) Trading Days following the delivery of the Call Notice (the &#8220;Call Period&#8221;),
the Holder may exercise the Warrant and purchase the called Common Stock underlying the Warrant. The Company shall simultaneously call
all outstanding Series B Warrants issued pursuant to the Purchase Agreement on the same terms.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Registration Rights</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The Convertible Notes,
the shares of common stock issuable upon conversion of the Convertible Notes (the &#8220;<span style="text-decoration: underline">Conversion Shares</span>&#8221;), the shares of
common stock issuable upon exercise of the Warrants (the &#8220;<span style="text-decoration: underline">Warrant Shares</span>&#8221;), and the shares of common stock issuable in
payment of the Arbitration Award referenced below have not been registered under the Securities Act of 1933, as amended (the &#8220;<span style="text-decoration: underline">Securities
Act</span>&#8221;). In connection with the SPA, the Company, the Investors and the vendor referenced below entered into a Registration Rights
Agreement (the &#8220;<span style="text-decoration: underline">Registration Rights Agreement</span>&#8221;), pursuant to which the Company will be required to file a resale registration
statement (the &#8220;<span style="text-decoration: underline">Registration Statement</span>&#8221;) with the Securities and Exchange Commission (the &#8220;<span style="text-decoration: underline">SEC</span>&#8221;) to
register for resale the Conversion Shares, the Warrant Shares and the shares issued to the vendor in payment of the arbitration award,
promptly following the Closing Date, but in no event later than the earlier of (A) the 75th calendar day after the Closing Date and (B)
the 10th Business Day following the filing of the Company&#8217;s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2024; .,and
the Company is required to have such Registration Statement declared effective by the Effectiveness Date (as defined in the Registration
Rights Agreement). The Company will be obligated to pay certain liquidated damages to the investors if the Company fails to file the Registration
Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails
to maintain the effectiveness of the Registration Statement pursuant to the terms of the Registration Rights Agreement.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in; background-color: white">The foregoing is only
a summary of the material terms of the SPA, the Convertible Notes, the Warrants, the Security Agreement, the Registration Rights Agreement,
and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder.
The summary of the forms of SPA, Convertible Notes, Warrants, Security Agreement, and Registration Rights Agreement is qualified in its
entirety by reference to the forms of such agreements, which are filed as exhibits to this Current Report and are incorporated by reference
herein.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in; background-color: white">The foregoing summary
and the exhibits hereto also are not intended to modify or supplement any disclosures about us in our reports filed with the SEC. In particular,
the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances
relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by us, which were
made only for purposes of those agreements and as of specified dates. The representations, warranties and covenants in the agreements
were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties,
including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties;
may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters
as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Accordingly, the SPA is filed with this report only to provide investors with information regarding the terms of transaction, and not
to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. In addition,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements,
which subsequent information may or may not be fully reflected in our public disclosures.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Payment of Arbitration Award</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>&#160;</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in; background-color: white">As previously disclosed,
the Registrant is indebted to a vendor pursuant to a judgment on an arbitration award in the amount of approximately $502,000 (including
interest). The vendor had previously agreed not to enforce its judgment until June 13, 2024. The Registrant has executed a definitive
agreement dated July 15, 2024 providing for satisfaction of the judgment through the issuance of shares of the Registrant&#8217;s common
stock. The registrant may be obligated to issue additional shares of common stock to enable the vendor to realize proceeds from sale of
the stock in an amount equal to the amount of the arbitration award. The shares issuable to the vendor will be included in the registration
statement referenced herein.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The information included
in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report to the extent required.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Item 3.02 Unregistered Sales of Equity
Securities</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in; background-color: white">The matters
described in Section 1.01 of this Current Report on Form 8-K related to the Notes Offering and the stock issuances in payment of the
arbitration award are incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, for transactions not involving a public offering.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b>Item 9.01. Financial Statements and Exhibits.</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt; background-color: white">(d)&#160;<span style="font-size: 10pt">Exhibits</span></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt; background-color: white">&#160;</p>

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <tr style="vertical-align: top">
    <td style="border-bottom: Black 1.5pt solid; width: 8%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Exhibit</b></span></td>
    <td style="width: 1%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>&#160;</b></span></td>
    <td style="border-bottom: Black 1.5pt solid; width: 91%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Description</b></span></td></tr>
  <tr style="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.1</span></td>
    <td>&#160;</td>
    <td><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><a href="ea020945901ex4-1_scworx.htm">Form of Series A, Series B and Series C Warrant</a></p></td></tr>
  <tr style="vertical-align: top; background-color: White">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.1</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-1_scworx.htm">Form of Securities Purchase Agreement (Notes)*</a></span></td></tr>
  <tr style="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.2</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-2_scworx.htm">Form of Senior Secured Convertible Note</a></span></td></tr>
  <tr style="vertical-align: top; background-color: White">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.3</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-3_scworx.htm">Form of Registration Rights Agreement</a></span></td></tr>
  <tr style="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.4</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-4_scworx.htm">Form of Guaranty and Security Agreement*</a></span></td></tr>
  <tr style="vertical-align: top; background-color: White">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.6</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-6_scworx.htm">Form of Lock-Up Agreement</a></span></td></tr>
  <tr style="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.7</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-7_scworx.htm">Form of Voting Agreement</a></span></td></tr>
  <tr style="vertical-align: top; background-color: White">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10.8</span></td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#160;</span></td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><a href="ea020945901ex10-8_scworx.htm">Settlement Agreement with CorProminence LLC, &#160;d/b/a Core IR</a></span></td></tr>
  <tr style="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">104</span></td>
    <td>&#160;</td>
    <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cover Page Interactive Data File (embedded within the Inline XBRL document)</span></td></tr>
  </table>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0in; margin-bottom: 0in; width: 100%"><tr style="vertical-align: top; text-align: justify">
<td style="width: 0.25in; text-align: left">*</td><td style="text-align: left"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.&#160;</p></td>
</tr></table>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></p>

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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&#160;</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>SIGNATURES</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>&#160;</b></p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</p>

<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&#160;</p>

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <tr>
    <td>&#160;</td>
    <td colspan="2"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">SCWorx Corp.</span></td></tr>
  <tr>
    <td>&#160;</td>
    <td colspan="2">&#160;</td></tr>
  <tr>
    <td style="vertical-align: top; width: 60%">&#160;</td>
    <td style="width: 4%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:&#160;</span></td>
    <td style="border-bottom: black 1.5pt solid; vertical-align: top; width: 36%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
    Timothy Hannibal</span></td></tr>
  <tr>
    <td style="vertical-align: top">&#160;</td>
    <td>&#160;</td>
    <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timothy Hannibal</span></td></tr>
  <tr>
    <td style="vertical-align: top">&#160;</td>
    <td>&#160;</td>
    <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">CEO</span></td></tr>
  <tr>
    <td style="vertical-align: top">&#160;</td>
    <td>&#160;</td>
    <td style="vertical-align: top">&#160;</td></tr>
  <tr>
    <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dated: July 15, 2024 </span></td>
    <td>&#160;</td>
    <td style="vertical-align: top">&#160;</td></tr>
  </table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&#160;</p>

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<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ea020945901ex4-1_scworx.htm
<DESCRIPTION>FORM OF SERIES A, SERIES B AND SERIES C WARRANT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="text-align: right; margin-top: 0; margin-bottom: 0"><B>Exhibit 4.1</B></P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>[FORM OF SERIES A WARRANT]</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><B>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 1(a) OF THIS WARRANT.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Warrant To Purchase Common Stock</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Series A Warrant No.:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Date of Issuance: July __, 2024 (&ldquo;<B>Issuance
Date</B>&rdquo;)</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SCWorx Corp., a Delaware corporation
(the &ldquo;<B>Company</B>&rdquo;), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, [BUYER], 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 Issuance Date, but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), __________________<FONT STYLE="font-family: Times New Roman, Times, Serif"><SUP>1</SUP></FONT> (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 or in the Securities Purchase Agreement (as defined below). This Warrant
is one of the Warrants to Purchase Common Stock (the &ldquo;<B>SPA Warrants</B>&rdquo;) issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of July 12, 2024 (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><SUP>1</SUP></FONT></TD><TD STYLE="text-align: left">200% Warrant Coverage</TD>
</TR></TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">1. <U>EXERCISE OF WARRANT.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <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 Issuance Date (an &ldquo;<B>Exercise Date</B>&rdquo;), in whole or in part, by delivery (whether
via electronic mail 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. 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 (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by 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 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 (&ldquo;<B>FAST</B>&rdquo;) and such Warrant Shares are eligible
to be resold pursuant to Rule 144 or an effective registration statement, 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,
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 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 two (2) 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) one (1) Trading Day 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 if permissible) (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 or the Registration Rights Agreement, after the effective date of the
Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder&rsquo;s receipt of the notice of a Grace
Period (as defined in the Registration Rights Agreement), 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 Registrable Securities (as defined in the Registration Rights Agreement)
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 FAST.</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Exercise Price</U>.
For purposes of this Warrant, &ldquo;<B>Exercise Price</B>&rdquo; means $1.43, subject to adjustment as provided herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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,
either (I) if the Transfer Agent is not participating in DTC FAST, 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 DTC FAST and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective
registration statement, 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) or (II) if a Registration
Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the &ldquo;<B>Unavailable Warrant Shares</B>&rdquo;)
is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required
pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares 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 (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 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 either (I) the Transfer Agent
is not participating in the DTC FAST, 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 and such
Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration statement, 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
or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder acquires (in an open market transaction, stock
loan 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 one (1) Business Day 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, stock loan costs and other
out-of-pocket expenses, if any) for the shares of Common Stock so acquired (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. While this Warrant is outstanding, the Company
shall cause its transfer agent to participate in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable
number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the
right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this
Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the
Company&rsquo;s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that
are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such Warrant Shares, as required by and
in accordance with the terms of the Registration Rights Agreement, and the Holder has submitted an Exercise Notice prior to receiving
notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying
such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares 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, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole
or in part 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 rescission of an Exercise Notice shall not affect the Company&rsquo;s obligation to make any payments that have
accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice
from a cash exercise to a Cashless Exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Cashless Exercise</U>.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof a Registration
Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus contained therein is not available for
use) for the resale by the Holder of all of the Warrant Shares by the Effectiveness Deadline (as defined in the Registration Rights Agreement),
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Net Number = <U>(A x B) - (A x C)</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.75in; text-align: center"><U></U>B</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">For purposes of the foregoing
formula:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">A= the total number of shares with respect to
which this Warrant is then being exercised.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">B = as elected by the Holder: (i) the VWAP 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 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) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) 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 1(a) hereof after the close of &ldquo;regular trading hours&rdquo;
on such Trading Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: -2.8pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">C = the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">If the Warrant Shares are
issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Shares take on the registered characteristics of the Warrants being exercised. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)&nbsp;<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 15.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)&nbsp;<U>Limitations on
Exercises</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Beneficial Ownership</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 4.99% (the &ldquo;<B>Maximum Percentage</B>&rdquo;) of the 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)(i). For purposes of this Section 1(f)(i),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder. 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)(i), 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
(61st) 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 (61st) 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)(i) 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)(i) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <U>Principal Market Regulation</U>.
The Company shall not issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock
(taken together with the issuance of such shares upon the conversion of the Notes or otherwise pursuant to the terms of the Notes) would
exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to
the terms of the Notes and the SPA Warrants without breaching the Company&rsquo;s obligations under the rules or regulations of the Principal
Market (the number of shares which may be issued without violating such rules and regulations, the &ldquo;<B>Exchange Cap</B>&rdquo;),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written
opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the
Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise
(as the case may be) of any Notes or any of the SPA Warrants or otherwise pursuant to the terms of the Notes or the SPA Warrants, shares
of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient
of (1) the aggregate number of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date (as defined
in the Securities Purchase Agreement) divided by (2) the aggregate stated value of all Notes issued to the Buyers pursuant to the Securities
Purchase Agreement on the Closing Date (with respect to each Buyer, the &ldquo;<B>Exchange Cap Allocation</B>&rdquo;). In the event that
any Buyer shall sell or otherwise transfer any of such Buyer&rsquo;s SPA Warrants, the transferee shall be allocated a pro rata portion
of such Buyer&rsquo;s Exchange Cap Allocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of
the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee.
Upon conversion and exercise in full of a holder&rsquo;s Notes and SPA Warrants, the difference (if any) between such holder&rsquo;s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder&rsquo;s conversion in full of
such Notes and such holder&rsquo;s exercise in full of such SPA Warrants shall be allocated, to the respective Exchange Cap Allocations
of the remaining holders of Notes and related SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying
the Notes and related SPA Warrants then held by each such holder of Notes and related SPA Warrants. In the event that after September
12, 2024, the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 1(f)(ii) (the &ldquo;<B>Exchange
Cap Shares</B>&rdquo;), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder
in exchange for the cancellation of such portion of this Warrant exercisable into such Exchange Cap Shares (the &ldquo;<B>Exchange Cap
Payment Amount</B>&rdquo;) at a price equal to the sum of (x) the product of (A) such number of Exchange Cap Shares and (B) 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 Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(ii)
and (y) 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 Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)&nbsp;<U>Reservation of Shares</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)&nbsp;<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 200% 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 any exercise or redemption of SPA Warrants or such other
event covered by Section 2(a) below. 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 the number of shares of Common Stock issuable
upon exercise of SPA Warrants held by each holder on the Closing Date (as defined in the Securities Purchase Agreement) (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii)&nbsp;<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 use its best efforts
to 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. Notwithstanding the foregoing,
if at any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its
issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company
may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.
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(g); 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">2. <U>ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF WARRANT SHARES</U>. 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 2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)&nbsp;<U>Stock Dividends and
Splits</U>. Without limiting any provision of Section 2(b), Section 3 or Section 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)&nbsp;<U>Adjustment Upon Issuance
of Shares of Common Stock</U>. If and whenever on or after the Subscription Date, the Company grants, issues or sells (or enters into
any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted,
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 granted issued or sold or deemed to have been granted 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
granting, issuance or sale or deemed granting, 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. Simultaneously with any decrease in the Exercise Price
pursuant to this Section 2(b), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased 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). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance
Price under this Section 2(b)), the following shall be applicable:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) <U>Issuance
of Options</U>. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) 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, issuance or sale (or the time of execution of such agreement to grant, issue or sell,
as applicable) of such Option for such price per share. For purposes of this Section 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, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) 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, issuance or sale
(or the agreement to grant, issue or sell, as applicable) 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) <U>Issuance
of Convertible Securities</U>. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) 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 (or the time of execution
of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section
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 (or
pursuant to the agreement to issue or sell, as applicable) 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 (or the agreement to issue or sell, as applicable) 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) <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 (including, without limitation, 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 2(b) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(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; and together with the
Primary Security, each a &ldquo;<B>Unit</B>&rdquo;), together comprising one integrated transaction, the aggregate consideration per share
of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such
Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time
issuable upon the exercise or conversion of the Primary Security in accordance with Sections 2(b)(i) or 2(b)(ii) above and (z) the lowest
VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the &ldquo;<B>Adjustment Period</B>&rdquo;)
immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released
prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day
period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period, solely with respect to such portion
of this Warrant exercised on such applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included,
the Trading Day immediately prior to such Exercise Date). 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 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v) <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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)&nbsp;<U>Number of Warrant Shares</U>.
Simultaneously with any adjustment to the Exercise Price pursuant to Section 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <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 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 electronic mail 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)&nbsp;<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, reverse stock split, recapitalization or other similar transaction involving the outstanding 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)&nbsp;<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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)&nbsp;<U>Calculations</U>. All
calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th 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 shares of Common Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h)&nbsp;<U>Voluntary Adjustment
By Company</U>. Subject to the rules and regulations of the Principal Market, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Floor Price</U>. No
adjustment pursuant to this Section 2 shall cause the Exercise Price to be less than $0.292, which shall be reduced to 20% of the &ldquo;Minimum
Price&rdquo; (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the Stockholder Approval Date (as defined in the Securities
Purchase Agreement) if such price is lower (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction occurring after the date of the Securities Purchase Agreement) (the &ldquo;<B>Floor Price</B>&rdquo;). Notwithstanding the
foregoing, nothing contained in this Section 2(i) shall apply after Stockholder Approval (as defined in the Securities Purchase Agreement)
is obtained and, on such Stockholder Approval Date, any adjustments that would have occurred hereunder prior to the Stockholder Approval
Date, but for the existence of this Section 2(i), shall be applied pursuant to this Section 2 on the Stockholder Approval Date (without
regard to the limitations in this Section 2(i)) as if such event or Dilutive Issuance, as applicable, occurred on the Stockholder Approval
Date.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">3. <U>RIGHTS UPON DISTRIBUTION OF ASSETS</U>.
In addition to any adjustments pursuant to Section 2 above or Section 4(a) below, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">4. <U>PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.</U></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)&nbsp;<U>Purchase Rights</U>.
In addition to any adjustments pursuant to Sections 2 or 3 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)&nbsp;<U>Fundamental Transactions</U>.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) 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 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) 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 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
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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)&nbsp;<U>Black Scholes
Value</U>. Notwithstanding the foregoing and the provisions of Section 4(b) above, in the event of a Fundamental Transaction, the Company
or any Successor Entity shall, at the Holder&rsquo;s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
purchase this Common Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the
Fundamental Transaction is not within the Company&rsquo;s control, including not approved by the Company&rsquo;s Board of Directors,
the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in
the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders
of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock
or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration
in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or
paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of
the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)&nbsp;<U>Application</U>.
The provisions of this Section 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">5. <U>NONCIRCUMVENTION</U>. The Company hereby
covenants and agrees that the Company will not, by amendment of its Certificate 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">6. <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 capital stock 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 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; provided
that the Company shall have no such obligation to the extent such information is filed with the SEC through EDGAR and are available to
the public through the EDGAR system.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">7. <U>REISSUANCE OF WARRANTS.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)&nbsp;<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 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 7(d)) to the Holder representing the right
to purchase the number of Warrant Shares not being transferred.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)&nbsp;<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 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)&nbsp;<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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)<U>&nbsp;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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)&nbsp;<U>Representation by the
Holder</U>. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,
will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling
such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to
sales registered or exempted under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">8. <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 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 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 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,
and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">9. <U>DISCLOSURE</U>. Upon delivery by the Company
to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, 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 on or prior to 9:00 am, New York City time on the Business Day immediately following
such notice delivery date, 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 explicitly in writing in such notice (or immediately upon receipt of notice from the Holder,
as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt
of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material,
non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 9 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">10. <U>ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS</U>.
The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation
to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession
of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for
such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges
that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company
in connection with such trading activity, and may disclose any such information to any third party.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">11. <U>AMENDMENT AND WAIVER</U>. Except as otherwise
provided herein, the provisions of this Warrant (other than Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">12. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">13. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">14. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">15. <U>DISPUTE RESOLUTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)<U>&nbsp;Submission to Dispute
Resolution</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)&nbsp;In the case of a dispute
relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration 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 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 Exercise Price, such Closing Sale Price, such Bid
Price, such Black Scholes Consideration 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 (2nd) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii)&nbsp;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 15 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 (5th) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)&nbsp;<U>Miscellaneous</U>.
The Company expressly acknowledges and agrees that (i) this Section 15 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 15, (ii) 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, (iii) the Holder (and only the Holder),
in its sole discretion, shall have the right to submit any dispute described in this Section 15 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 15 and (iv) nothing in this
Section 15 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 15).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">16. <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">17. <U>PAYMENT OF COLLECTION, ENFORCEMENT AND
OTHER COSTS</U>. 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.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">18. <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 and applicable securities laws.</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">19. <U>CERTAIN DEFINITIONS</U>. For purposes of
this Warrant, the following terms shall have the following meanings:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) &ldquo;<B>1933 Act</B>&rdquo;
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) &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 2) of Common Stock (other than rights of the type described in Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of
reporting prices) 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 15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) &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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) &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 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 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 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 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
and (B) the date of the Holder&rsquo;s request pursuant to Section 4(c)(i).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) &ldquo;<B>Bloomberg</B>&rdquo;
means Bloomberg, L.P.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo; or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). 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
15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) &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 capital stock resulting from a reclassification of such common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) &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 Common
Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) <B>[Reserved]</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p) &ldquo;<B>Event Market
Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the lowest VWAP during the period commencing seven (7) consecutive
Trading Days immediately preceding and the seven (7) consecutive Trading Days immediately following the Stock Combination Event Date 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) &ldquo;<B>Expiration Date</B>&rdquo;
means the date that is the fifth (5th) anniversary of the Issuance 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) &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 shares of Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the date
of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the
Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders
of the Company to surrender their shares of Common Stock without approval of the stockholders 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(s) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(v) &ldquo;<B>Principal Market</B>&rdquo;
means the Nasdaq Capital Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(w) &ldquo;<B>Registration
Rights Agreement</B>&rdquo; means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the Buyers of the Notes and SPA Warrants relating to, among other things, the registration of the resale of the shares of Common Stock
issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the SPA Warrants, as may be amended
from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(x) &ldquo;<B>SEC</B>&rdquo;
means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(y) &ldquo;<B>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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(z) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(aa) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ab) &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 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its &ldquo;VAP&rdquo; function (set to 09:30 start time and 16:00 end time) 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 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). 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 15. 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: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">[<I>signature page follows</I>]</P>




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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 36%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Name: </FONT></TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>EXHIBIT A</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXERCISE NOTICE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS<BR>
WARRANT TO PURCHASE COMMON STOCK</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The undersigned holder hereby
elects to exercise the Series A Warrant to Purchase Common Stock No. _______ (the &ldquo;<B>Warrant</B>&rdquo;) of SCWORX CORP., a Delaware
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cash Exercise</U>&rdquo; with respect to _________________ Warrant Shares; and/or</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cashless Exercise</U>&rdquo; with respect to _______________ Warrant Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">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 Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">3. <U>Delivery of Warrant
Shares</U>. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance
with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery as a certificate to the following name and to the following address:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">Issue to:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">DTC Participant:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">DTC Number:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; font-size: 10pt; text-align: left; width: 15%"><FONT STYLE="font-size: 10pt">Account Number:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD>
    </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    </TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Date: _____________ __,</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name of Registered Holder</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 15%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Tax ID:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 50%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">E-mail Address:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>



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

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 2024, from the Company and acknowledged and agreed to by _______________.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>
<P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>[FORM OF SERIES B WARRANT]</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><B>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 1(a) OF THIS WARRANT.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Warrant To Purchase Common Stock</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Series B Warrant No.:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Date of Issuance: July __, 2024 (&ldquo;<B>Issuance
Date</B>&rdquo;)</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SCWorx Corp., a Delaware corporation
(the &ldquo;<B>Company</B>&rdquo;), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, [BUYER], 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 Issuance Date, but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), __________________<FONT STYLE="font-family: Times New Roman, Times, Serif"><SUP>1</SUP></FONT> (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 or in the Securities Purchase Agreement (as defined below). This Warrant
is one of the Warrants to Purchase Common Stock (the &ldquo;<B>SPA Warrants</B>&rdquo;) issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of July 12, 2024 (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="width: 0.25in; text-align: left"><SUP>1</SUP></TD><TD STYLE="text-align: left">200% Warrant Coverage</TD>
</TR></TABLE>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">1. <U>EXERCISE OF WARRANT.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <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 Issuance Date (an &ldquo;<B>Exercise Date</B>&rdquo;), in whole or in part, by delivery (whether
via electronic mail 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. 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 (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by 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 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 (&ldquo;<B>FAST</B>&rdquo;) and such Warrant Shares are eligible
to be resold pursuant to Rule 144 or an effective registration statement, 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,
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 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 two (2) 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) one (1) Trading Day 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 if permissible) (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 or the Registration Rights Agreement, after the effective date of the
Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder&rsquo;s receipt of the notice of a Grace
Period (as defined in the Registration Rights Agreement), 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 Registrable Securities (as defined in the Registration Rights Agreement)
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 FAST.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Exercise Price</U>.
For purposes of this Warrant, &ldquo;<B>Exercise Price</B>&rdquo; means $1.573, subject to adjustment as provided herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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,
either (I) if the Transfer Agent is not participating in DTC FAST, 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 DTC FAST and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective
registration statement, 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) or (II) if a Registration
Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the &ldquo;<B>Unavailable Warrant Shares</B>&rdquo;)
is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required
pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares 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 (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 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 either (I) the Transfer Agent
is not participating in the DTC FAST, 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 and such
Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration statement, 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
or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder acquires (in an open market transaction, stock
loan 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 one (1) Business Day 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, stock loan costs and other
out-of-pocket expenses, if any) for the shares of Common Stock so acquired (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. While this Warrant is outstanding, the Company
shall cause its transfer agent to participate in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable
number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the
right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this
Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the
Company&rsquo;s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that
are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such Warrant Shares, as required by and
in accordance with the terms of the Registration Rights Agreement, and the Holder has submitted an Exercise Notice prior to receiving
notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying
such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares 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, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole
or in part 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 rescission of an Exercise Notice shall not affect the Company&rsquo;s obligation to make any payments that have
accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice
from a cash exercise to a Cashless Exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Cashless Exercise</U>.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof a Registration
Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus contained therein is not available for
use) for the resale by the Holder of all of the Warrant Shares by the Effectiveness Deadline (as defined in the Registration Rights Agreement),
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Net Number = <U>(A x B) - (A x C)</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-left: 0.75in; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><U></U>B</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">For purposes of the foregoing
formula:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">A= the total number of shares with respect to
which this Warrant is then being exercised.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">B = as elected by the Holder: (i) the VWAP 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 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) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) 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 1(a) hereof after the close of &ldquo;regular trading hours&rdquo;
on such Trading Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: -2.8pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">C = the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">If the Warrant Shares are
issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Shares take on the registered characteristics of the Warrants being exercised. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <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 15.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>Limitations on
Exercises</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Beneficial Ownership</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 4.99% (the &ldquo;<B>Maximum Percentage</B>&rdquo;) of the 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)(i). For purposes of this Section 1(f)(i),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder. 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)(i), 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
(61st) 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 (61st) 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)(i) 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)(i) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <U>Principal Market Regulation</U>.
The Company shall not issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock
(taken together with the issuance of such shares upon the conversion of the Notes or otherwise pursuant to the terms of the Notes) would
exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to
the terms of the Notes and the SPA Warrants without breaching the Company&rsquo;s obligations under the rules or regulations of the Principal
Market (the number of shares which may be issued without violating such rules and regulations, the &ldquo;<B>Exchange Cap</B>&rdquo;),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written
opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the
Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise
(as the case may be) of any Notes or any of the SPA Warrants or otherwise pursuant to the terms of the Notes or the SPA Warrants, shares
of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient
of (1) the aggregate number of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date (as defined
in the Securities Purchase Agreement) divided by (2) the aggregate stated value of all Notes issued to the Buyers pursuant to the Securities
Purchase Agreement on the Closing Date (with respect to each Buyer, the &ldquo;<B>Exchange Cap Allocation</B>&rdquo;). In the event that
any Buyer shall sell or otherwise transfer any of such Buyer&rsquo;s SPA Warrants, the transferee shall be allocated a pro rata portion
of such Buyer&rsquo;s Exchange Cap Allocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of
the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee.
Upon conversion and exercise in full of a holder&rsquo;s Notes and SPA Warrants, the difference (if any) between such holder&rsquo;s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder&rsquo;s conversion in full of
such Notes and such holder&rsquo;s exercise in full of such SPA Warrants shall be allocated, to the respective Exchange Cap Allocations
of the remaining holders of Notes and related SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying
the Notes and related SPA Warrants then held by each such holder of Notes and related SPA Warrants. In the event that after September
12, 2024, the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 1(f)(ii) (the &ldquo;<B>Exchange
Cap Shares</B>&rdquo;), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder
in exchange for the cancellation of such portion of this Warrant exercisable into such Exchange Cap Shares (the &ldquo;<B>Exchange Cap
Payment Amount</B>&rdquo;) at a price equal to the sum of (x) the product of (A) such number of Exchange Cap Shares and (B) 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 Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(ii)
and (y) 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 Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>Reservation of
Shares</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)<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 200% 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 any
exercise or redemption of SPA Warrants or such other event covered by Section 2(a) below. 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 the number of shares of Common Stock issuable upon exercise of SPA Warrants held by each holder on the Closing
Date (as defined in the Securities Purchase Agreement) (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <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 use its best efforts to 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. Notwithstanding the foregoing, if at any such time of an Authorized Share
Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of
Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by
obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. 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(g); 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>Call Option</U>. Provided
that there is an effective Registration Statement that covers the resale of all of the Warrant Shares, the Company has the option to &ldquo;call&rdquo;
the exercise of any or all of the Warrants from time to time by providing written notice (the &ldquo;<B>Call Notice</B>&rdquo;) to the
Holder after any period of twenty (20) consecutive Trading Days (the &ldquo;<B>Measurement Period</B>&rdquo;) during which, on each day
of the Measurement Period, (i) the daily VWAP of the Common Stock is not less than 300% of the Exercise Price in effect, (ii) the total
daily trading dollar volume of the Common Stock is at least $1,000,000 and (iii) the Equity Conditions are satisfied. During the thirty
(30) Trading Days following the delivery of the Call Notice (the &ldquo;<B>Call Period</B>&rdquo;), the Holder may exercise the Warrant
and purchase the called Common Stock underlying the Warrant. If the Holder fails to timely exercise the Warrant for a number of shares
of Common Stock equal to the number of called shares of Common Stock during the Call Period, the Company&rsquo;s sole remedy will be to
cancel an amount of called shares of Common Stock underlying the Warrant equal to such shortfall, with the Warrant no longer being exercisable
with respect to such shares of Common Stock. The Company shall simultaneously call all outstanding Series B Warrants issued pursuant to
the Purchase Agreement on the same terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">2. <U>ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF WARRANT SHARES</U>. 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 2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Stock Dividends
and Splits</U>. Without limiting any provision of Section 2(b), Section 3 or Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Adjustment Upon Issuance
of Shares of Common Stock</U>. If and whenever on or after the Subscription Date, the Company grants, issues or sells (or enters into
any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted,
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 granted issued or sold or deemed to have been granted 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
granting, issuance or sale or deemed granting, 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. Simultaneously with any decrease in the Exercise Price
pursuant to this Section 2(b), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased 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). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance
Price under this Section 2(b)), the following shall be applicable:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) <U>Issuance
of Options</U>. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) 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, issuance or sale (or the time of execution of such agreement to grant, issue or sell,
as applicable) of such Option for such price per share. For purposes of this Section 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, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) 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, issuance or sale
(or the agreement to grant, issue or sell, as applicable) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) <U>Issuance
of Convertible Securities</U>. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) 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 (or the time of execution
of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section
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 (or
pursuant to the agreement to issue or sell, as applicable) 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 (or the agreement to issue or sell, as applicable) 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) <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 (including, without limitation, 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 2(b) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(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; and together with the
Primary Security, each a &ldquo;<B>Unit</B>&rdquo;), together comprising one integrated transaction, the aggregate consideration per share
of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such
Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time
issuable upon the exercise or conversion of the Primary Security in accordance with Sections 2(b)(i) or 2(b)(ii) above and (z) the lowest
VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the &ldquo;<B>Adjustment Period</B>&rdquo;)
immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released
prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day
period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period, solely with respect to such portion
of this Warrant exercised on such applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included,
the Trading Day immediately prior to such Exercise Date). 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 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v) <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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)<U> Number of Warrant
Shares</U>. Simultaneously with any adjustment to the Exercise Price pursuant to Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <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 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 electronic mail 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)<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, reverse stock split, recapitalization or other similar transaction involving the outstanding 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)<U> Calculations</U>.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th 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 shares of Common
Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>Voluntary
Adjustment By Company</U>. Subject to the rules and regulations of the Principal Market, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Floor Price</U>. No
adjustment pursuant to this Section 2 shall cause the Exercise Price to be less than $0.292, which shall be reduced to 20% of the &ldquo;Minimum
Price&rdquo; (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the Stockholder Approval Date (as defined in the Securities
Purchase Agreement) if such price is lower (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction occurring after the date of the Securities Purchase Agreement) (the &ldquo;<B>Floor Price</B>&rdquo;). Notwithstanding the
foregoing, nothing contained in this Section 2(i) shall apply after Stockholder Approval (as defined in the Securities Purchase Agreement)
is obtained and, on such Stockholder Approval Date, any adjustments that would have occurred hereunder prior to the Stockholder Approval
Date, but for the existence of this Section 2(i), shall be applied pursuant to this Section 2 on the Stockholder Approval Date (without
regard to the limitations in this Section 2(i)) as if such event or Dilutive Issuance, as applicable, occurred on the Stockholder Approval
Date.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">3. <U>RIGHTS UPON DISTRIBUTION OF ASSETS</U>.
In addition to any adjustments pursuant to Section 2 above or Section 4(a) below, 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">4. <U>PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Purchase
Rights</U>. In addition to any adjustments pursuant to Sections 2 or 3 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Fundamental
Transactions</U>. The Company shall not enter into or be party to a Fundamental Transaction unless (i) 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 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) 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 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)<U> Black Scholes
Value</U>. Notwithstanding the foregoing and the provisions of Section 4(b) above, in the event of a Fundamental Transaction, the
Company or any Successor Entity shall, at the Holder&rsquo;s option, exercisable at any time concurrently with, or within 30 days
after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable
Fundamental Transaction), purchase this Common Warrant from the Holder by paying to the Holder an amount of cash equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction;
provided, however, that, if the Fundamental Transaction is not within the Company&rsquo;s control, including not approved by the
Company&rsquo;s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same
type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,
that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether
that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the
choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,
that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such
holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company
following such Fundamental Transaction) in such Fundamental Transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)<U> Application</U>.
The provisions of this Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">5. <U>NONCIRCUMVENTION</U>. The Company hereby
covenants and agrees that the Company will not, by amendment of its Certificate 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">6. <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 capital stock 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 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; provided
that the Company shall have no such obligation to the extent such information is filed with the SEC through EDGAR and are available to
the public through the EDGAR system.</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">7. <U>REISSUANCE OF WARRANTS.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)<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 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
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <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 7(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)<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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Representation by
the Holder</U>. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state
securities law, except pursuant to sales registered or exempted under the Securities Act.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">8. <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 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 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 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,
and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">9. <U>DISCLOSURE</U>. Upon delivery by the Company
to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, 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 on or prior to 9:00 am, New York City time on the Business Day immediately following
such notice delivery date, 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 explicitly in writing in such notice (or immediately upon receipt of notice from the Holder,
as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt
of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material,
non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 9 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">10. <U>ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS</U>.
The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation
to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession
of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for
such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges
that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company
in connection with such trading activity, and may disclose any such information to any third party.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">11. <U>AMENDMENT AND WAIVER</U>. Except as otherwise
provided herein, the provisions of this Warrant (other than Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">12. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">13. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">14. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">15. <U>DISPUTE RESOLUTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Submission to
Dispute Resolution</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) In the case of a
dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration 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 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 Exercise
Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration 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 (2nd)
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) 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 15 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 (5th) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Miscellaneous</U>.
The Company expressly acknowledges and agrees that (i) this Section 15 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 15, (ii) 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, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute
described in this Section 15 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 15 and (iv) nothing in this Section 15 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
15).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">16. <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">17. <U>PAYMENT OF COLLECTION, ENFORCEMENT AND
OTHER COSTS</U>. 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.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">18. <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 and applicable securities laws.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">19. <U>CERTAIN DEFINITIONS</U>. For purposes of
this Warrant, the following terms shall have the following meanings:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) &ldquo;<B>1933 Act</B>&rdquo;
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) &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 2) of Common Stock (other than rights of the type described in Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of
reporting prices) 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 15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) &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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) &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 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 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 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 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
and (B) the date of the Holder&rsquo;s request pursuant to Section 4(c)(i).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) &ldquo;<B>Bloomberg</B>&rdquo;
means Bloomberg, L.P.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo; or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). 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
15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) &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 capital stock resulting from a reclassification of such common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) &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 Common
Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: left; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(o) &ldquo;<B>Equity
Conditions</B>&rdquo; means, with respect to an given date of determination: (i) on each day during the period beginning thirty
calendar days prior to such applicable date of determination and ending on and including such applicable date of determination
either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the
prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any
shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock
to be issued in connection with the event requiring this determination (each, a &ldquo;<B>Required Minimum Securities
Amount</B>&rdquo;), in each case, in accordance with the terms of the Registration Rights Agreement and there shall not have been
during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be
eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration under any
applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of
securities with respect to the Notes and exercise of the Warrants) and no Current Public Information Failure (as defined in the
Registration Rights Agreement) exists or is continuing; (ii) on each day during the period beginning thirty calendar days prior to
the applicable date of determination and ending on and including the applicable date of determination (the &ldquo;<B>Equity
Conditions Measuring Period</B>&rdquo;), the Common Stock (including all Registrable Securities) is listed or designated for
quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than
suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements
by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of
delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to
occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing
maintenance requirements of the Eligible Market on which the Common Stock is then listed or designated for quotation (as
applicable); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Shares of Common Stock
issuable upon exercise of this Warrant on a timely basis as set forth in Section 1 hereof and all other shares of share capital
required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any Shares of Common
Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 1(f) hereof;
(v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as
applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or
intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company
shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required to be filed
pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the
resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the
Registration Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without the need
for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of
the Notes, other issuance of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information
Failure exists or is continuing; (viii) the Holder shall not be in (and no other holder of SPA Warrants shall be in) possession of
any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective
affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring
Period, the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in
any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be
breached in any respect) or any covenant or other term or condition of any Transaction Document, including, without limitation, the
Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) on each Trading Day during the
Equity Conditions Measuring Period, there shall not have occurred any Volume Failure as of such applicable date of determination;
(xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable
Required Minimum Securities Amount of shares of Common Stock are available under the certificate of incorporation of the Company and
reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be issued in connection with the
event requiring this determination may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during
the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that
with the passage of time or giving of notice would constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and
between any of holder of Notes or Warrants, the Company, the Principal Market (or such applicable Eligible Market in which the
Common Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other
Transaction Document and (xiv) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity
Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.</P>

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

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

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    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(p) &ldquo;<B>Equity Conditions Failure</B>&rdquo;
means that on any day during the period commencing twenty (20) Trading Days prior to the applicable Forced Exercise Notice Date through
the applicable Forced Exercise Date, the Equity Conditions have not been satisfied (or waived in writing by the Holder).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) &ldquo;<B>Event Market
Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the lowest VWAP during the period commencing seven (7) consecutive
Trading Days immediately preceding and the seven (7) consecutive Trading Days immediately following the Stock Combination Event Date 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r) &ldquo;<B>Expiration Date</B>&rdquo;
means the date that is the fifth (5th) anniversary of the Issuance 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.(s) &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 shares of Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the date
of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the
Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders
of the Company to surrender their shares of Common Stock without approval of the stockholders 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(v) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(w) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(x) &ldquo;<B>Principal Market</B>&rdquo;
means the Nasdaq Capital Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(y) &ldquo;<B>Registration
Rights Agreement</B>&rdquo; means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the Buyers of the Notes and SPA Warrants relating to, among other things, the registration of the resale of the shares of Common Stock
issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the SPA Warrants, as may be amended
from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(z) &ldquo;<B>SEC</B>&rdquo;
means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(aa) &ldquo;<B>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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ab) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ac) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ad) &ldquo;<B>Volume Failure</B>&rdquo;
means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the
Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately
preceding such date of determination (such period, the &ldquo;<B>Volume Failure Measuring Period</B>&rdquo;), is less than $10,000.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ae) &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 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its &ldquo;VAP&rdquo; function (set to 09:30 start time and 16:00 end time) 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 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). 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 15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[<I>signature page follows</I>]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 36%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Name: </FONT></TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>EXHIBIT A</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXERCISE NOTICE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS<BR>
WARRANT TO PURCHASE COMMON STOCK</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The undersigned holder hereby
elects to exercise the Series A Warrant to Purchase Common Stock No. _______ (the &ldquo;<B>Warrant</B>&rdquo;) of SCWORX CORP., a Delaware
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cash Exercise</U>&rdquo; with respect to _________________ Warrant Shares; and/or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cashless Exercise</U>&rdquo; with respect to _______________ Warrant Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">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 Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">3. <U>Delivery of Warrant
Shares</U>. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance
with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery as a certificate to the following name and to the following address:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">Issue to:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">DTC Participant:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">DTC Number:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 85%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="text-align: justify; width: 15%"><FONT STYLE="font-size: 10pt">Account Number:</FONT></TD>
<TD STYLE="border-bottom: Black 1.5pt solid; text-align: justify">&nbsp;</TD>
</TR></TABLE>



<P STYLE="margin: 0">&nbsp;</P>

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

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name of Registered Holder</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 15%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Tax ID:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 50%">&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt; width: 15%"><FONT STYLE="font-size: 10pt">E-mail Address:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 50%">&nbsp;</TD></TR>
  </TABLE>

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

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

<!-- Field: Page; Sequence: 52 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 2024, from the Company and acknowledged and agreed to by _______________.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>[FORM OF SERIES C WARRANT]</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><B>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 1(a) OF THIS WARRANT.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Warrant To Purchase Common Stock</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Series C Warrant No.:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Date of Issuance: July __, 2024 (&ldquo;<B>Issuance
Date</B>&rdquo;)</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SCWorx Corp., a Delaware corporation
(the &ldquo;<B>Company</B>&rdquo;), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, [BUYER], 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 date on which the Holder exercises any portion of such Holder&rsquo;s
Series B Warrants,, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), __________________<FONT STYLE="font-family: Times New Roman, Times, Serif"><SUP>1</SUP></FONT>
(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 or in the Securities Purchase Agreement (as defined below). This
Warrant is one of the Warrants to Purchase Common Stock (the &ldquo;<B>SPA Warrants</B>&rdquo;) issued pursuant to Section 1 of that certain
Securities Purchase Agreement, dated as of July 12, 2024 (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><SUP>1</SUP></TD><TD STYLE="text-align: justify">200% Warrant Coverage</TD>
</TR></TABLE>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">1. <U>EXERCISE OF WARRANT.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <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 Issuance Date (an &ldquo;<B>Exercise Date</B>&rdquo;), in whole or in part, by delivery (whether
via electronic mail 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. 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 (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by 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 second (2nd) 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 (&ldquo;<B>FAST</B>&rdquo;) and such Warrant Shares
are eligible to be resold pursuant to Rule 144 or an effective registration statement, 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, 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 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 two (2) 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) one (1) Trading Day 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 if permissible) (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 or the Registration Rights Agreement,
after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder&rsquo;s
receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), 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 Registrable Securities (as
defined in the Registration Rights Agreement) 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 FAST.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Exercise Price</U>.
For purposes of this Warrant, &ldquo;<B>Exercise Price</B>&rdquo; means $1.573, subject to adjustment as provided herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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,
either (I) if the Transfer Agent is not participating in DTC FAST, 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 DTC FAST and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective
registration statement, 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) or (II) if a Registration
Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the &ldquo;<B>Unavailable Warrant Shares</B>&rdquo;)
is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required
pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares 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 (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 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 either (I) the Transfer Agent
is not participating in the DTC FAST, 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 and such
Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration statement, 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
or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder acquires (in an open market transaction, stock
loan 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 one (1) Business Day 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, stock loan costs and other
out-of-pocket expenses, if any) for the shares of Common Stock so acquired (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. While this Warrant is outstanding, the Company
shall cause its transfer agent to participate in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable
number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the
right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this
Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the
Company&rsquo;s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that
are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such Warrant Shares, as required by and
in accordance with the terms of the Registration Rights Agreement, and the Holder has submitted an Exercise Notice prior to receiving
notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying
such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares 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, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole
or in part 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 rescission of an Exercise Notice shall not affect the Company&rsquo;s obligation to make any payments that have
accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice
from a cash exercise to a Cashless Exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Cashless Exercise</U>.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof a Registration
Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus contained therein is not available for
use) for the resale by the Holder of all of the Warrant Shares by the Effectiveness Deadline (as defined in the Registration Rights Agreement),
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Net Number = <U>(A x B)
- (A x C)<BR> </U>&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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">For purposes of the foregoing
formula:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">A= the total number of shares with respect to
which this Warrant is then being exercised.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">B = as elected by the Holder: (i) the VWAP 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 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) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) 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 1(a) hereof after the close of &ldquo;regular trading hours&rdquo;
on such Trading Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: -2.8pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">C = the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">If the Warrant Shares are
issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Shares take on the registered characteristics of the Warrants being exercised. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <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 15.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(f) <U>Limitations on
Exercises</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Beneficial Ownership</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 4.99% (the &ldquo;<B>Maximum Percentage</B>&rdquo;) of the 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)(i). For purposes of this Section 1(f)(i),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder. 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)(i), 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
(61st) 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 (61st) 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)(i) 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)(i) 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <U>Principal Market Regulation</U>.
The Company shall not issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock
(taken together with the issuance of such shares upon the conversion of the Notes or otherwise pursuant to the terms of the Notes) would
exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to
the terms of the Notes and the SPA Warrants without breaching the Company&rsquo;s obligations under the rules or regulations of the Principal
Market (the number of shares which may be issued without violating such rules and regulations, the &ldquo;<B>Exchange Cap</B>&rdquo;),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written
opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the
Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise
(as the case may be) of any Notes or any of the SPA Warrants or otherwise pursuant to the terms of the Notes or the SPA Warrants, shares
of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient
of (1) the aggregate number of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date (as defined
in the Securities Purchase Agreement) divided by (2) the aggregate stated value of all Notes issued to the Buyers pursuant to the Securities
Purchase Agreement on the Closing Date (with respect to each Buyer, the &ldquo;<B>Exchange Cap Allocation</B>&rdquo;). In the event that
any Buyer shall sell or otherwise transfer any of such Buyer&rsquo;s SPA Warrants, the transferee shall be allocated a pro rata portion
of such Buyer&rsquo;s Exchange Cap Allocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of
the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee.
Upon conversion and exercise in full of a holder&rsquo;s Notes and SPA Warrants, the difference (if any) between such holder&rsquo;s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder&rsquo;s conversion in full of
such Notes and such holder&rsquo;s exercise in full of such SPA Warrants shall be allocated, to the respective Exchange Cap Allocations
of the remaining holders of Notes and related SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying
the Notes and related SPA Warrants then held by each such holder of Notes and related SPA Warrants. In the event that after [the Stockholder
Approval Date], the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 1(f)(ii) (the &ldquo;<B>Exchange
Cap Shares</B>&rdquo;), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder
in exchange for the cancellation of such portion of this Warrant exercisable into such Exchange Cap Shares (the &ldquo;<B>Exchange Cap
Payment Amount</B>&rdquo;) at a price equal to the sum of (x) the product of (A) such number of Exchange Cap Shares and (B) 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 Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(ii)
and (y) 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 Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(g) <U>Reservation of Shares</U><FONT STYLE="text-decoration: none">.</FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Required Reserve Amount</U><FONT STYLE="text-decoration: none">.
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 200% 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 any exercise or redemption of SPA Warrants or such other
event covered by Section 2(a) below. 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 the number of shares of Common Stock issuable
upon exercise of SPA Warrants held by each holder on the Closing Date (as defined in the Securities Purchase Agreement) (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).</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <U>Insufficient Authorized
Shares</U><FONT STYLE="text-decoration: none">. 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 use its best efforts to 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. Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to obtain
the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number
of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with
the SEC an Information Statement on Schedule 14C. 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(g); 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.</FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">2. <U>ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF WARRANT SHARES</U>. 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 2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Stock Dividends and
Splits</U><FONT STYLE="text-decoration: none">. Without limiting any provision of Section 2(b), Section 3 or Section 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.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Adjustment Upon Issuance
of Shares of Common Stock</U>. If and whenever on or after the Subscription Date, the Company grants, issues or sells (or enters into
any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted,
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 granted issued or sold or deemed to have been granted 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
granting, issuance or sale or deemed granting, 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. Simultaneously with any decrease in the Exercise Price
pursuant to this Section 2(b), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased 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). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance
Price under this Section 2(b)), the following shall be applicable:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) <U>Issuance
of Options</U>. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) 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, issuance or sale (or the time of execution of such agreement to grant, issue or sell,
as applicable) of such Option for such price per share. For purposes of this Section 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, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) 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, issuance or sale
(or the agreement to grant, issue or sell, as applicable) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) <U>Issuance
of Convertible Securities</U>. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) 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 (or the time of execution
of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section
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 (or
pursuant to the agreement to issue or sell, as applicable) 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 (or the agreement to issue or sell, as applicable) 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) <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 (including, without limitation, 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 2(b) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(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; and together with the
Primary Security, each a &ldquo;<B>Unit</B>&rdquo;), together comprising one integrated transaction, the aggregate consideration per share
of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such
Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time
issuable upon the exercise or conversion of the Primary Security in accordance with Sections 2(b)(i) or 2(b)(ii) above and (z) the lowest
VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the &ldquo;<B>Adjustment Period</B>&rdquo;)
immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released
prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day
period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period, solely with respect to such portion
of this Warrant exercised on such applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included,
the Trading Day immediately prior to such Exercise Date). 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 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Number of Warrant
Shares</U>. Simultaneously with any adjustment to the Exercise Price pursuant to Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <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 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 electronic mail 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Stock Combination Event
Adjustment</U><FONT STYLE="text-decoration: none">. If at any time and from time to time on or after the Issuance Date there occurs any
stock split, stock dividend, stock combination, reverse stock split, recapitalization or other similar transaction involving the outstanding
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.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>Calculations</U><FONT STYLE="text-decoration: none">.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th 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 shares of Common Stock.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>Voluntary Adjustment
By Company</U><FONT STYLE="text-decoration: none">. Subject to the rules and regulations of the Principal Market, 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.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Floor Price</U>. No
adjustment pursuant to this Section 2 shall cause the Exercise Price to be less than $0.292, which shall be reduced to 20% of the &ldquo;Minimum
Price&rdquo; (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the Stockholder Approval Date (as defined in the Securities
Purchase Agreement) if such price is lower (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction occurring after the date of the Securities Purchase Agreement) (the &ldquo;<B>Floor Price</B>&rdquo;). Notwithstanding the
foregoing, nothing contained in this Section 2(i) shall apply after Stockholder Approval (as defined in the Securities Purchase Agreement)
is obtained and, on such Stockholder Approval Date, any adjustments that would have occurred hereunder prior to the Stockholder Approval
Date, but for the existence of this Section 2(i), shall be applied pursuant to this Section 2 on the Stockholder Approval Date (without
regard to the limitations in this Section 2(i)) as if such event or Dilutive Issuance, as applicable, occurred on the Stockholder Approval
Date.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">3. <U>RIGHTS UPON DISTRIBUTION OF ASSETS</U>.
In addition to any adjustments pursuant to Section 2 above or Section 4(a) below, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">4. <U>PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Purchase Rights</U>.
In addition to any adjustments pursuant to Sections 2 or 3 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Fundamental
Transactions</U>. The Company shall not enter into or be party to a Fundamental Transaction unless (i) 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 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) 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 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Black Scholes
Value</U>. Notwithstanding the foregoing and the provisions of Section 4(b) above, in the event of a Fundamental Transaction, the
Company or any Successor Entity shall, at the Holder&rsquo;s option, exercisable at any time concurrently with, or within 30 days
after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable
Fundamental Transaction), purchase this Common Warrant from the Holder by paying to the Holder an amount of cash equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction;
provided, however, that, if the Fundamental Transaction is not within the Company&rsquo;s control, including not approved by the
Company&rsquo;s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same
type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,
that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether
that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the
choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,
that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such
holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company
following such Fundamental Transaction) in such Fundamental Transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Application</U>.
The provisions of this Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">5. <U>NONCIRCUMVENTION</U>. The Company hereby
covenants and agrees that the Company will not, by amendment of its Certificate 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">6. <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 capital stock 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 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; provided
that the Company shall have no such obligation to the extent such information is filed with the SEC through EDGAR and are available to
the public through the EDGAR system.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">7. <U>REISSUANCE OF WARRANTS.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <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 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
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <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 7(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Representation by
the Holder</U>. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state
securities law, except pursuant to sales registered or exempted under the Securities Act.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">8. <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 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 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 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,
and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">9. <U>DISCLOSURE</U>. Upon delivery by the Company
to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, 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 on or prior to 9:00 am, New York City time on the Business Day immediately following
such notice delivery date, 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 explicitly in writing in such notice (or immediately upon receipt of notice from the Holder,
as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt
of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material,
non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 9 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">10. <U>ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS</U>.
The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation
to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession
of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for
such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges
that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company
in connection with such trading activity, and may disclose any such information to any third party.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">11. <U>AMENDMENT AND WAIVER</U>. Except as otherwise
provided herein, the provisions of this Warrant (other than Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">12. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">13. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">14. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">15. <U>DISPUTE RESOLUTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Submission to
Dispute Resolution</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) In the case of a
dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration 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 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 Exercise
Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration 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 (2nd)
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) 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 15 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 (5th) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Miscellaneous</U>.
The Company expressly acknowledges and agrees that (i) this Section 15 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 15, (ii) 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, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute
described in this Section 15 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 15 and (iv) nothing in this Section 15 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
15).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">16. <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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">17. <U>PAYMENT OF COLLECTION, ENFORCEMENT AND
OTHER COSTS</U>. 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.</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">18. <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 and applicable securities laws.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">19. <U>CERTAIN DEFINITIONS</U>. For purposes of
this Warrant, the following terms shall have the following meanings:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) &ldquo;<B>1933 Act</B>&rdquo;
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) &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 2) of Common Stock (other than rights of the type described in Section 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of
reporting prices) 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 15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) &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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) &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 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 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 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 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
and (B) the date of the Holder&rsquo;s request pursuant to Section 4(c)(i).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(i) &ldquo;<B>Bloomberg</B>&rdquo;
means Bloomberg, L.P.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo; or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) &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 Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). 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
15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) &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 capital stock resulting from a reclassification of such common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) &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 Common
Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) <B>[Reserved]</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p) &ldquo;<B>Event Market
Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the lowest VWAP during the period commencing seven (7) consecutive
Trading Days immediately preceding and the seven (7) consecutive Trading Days immediately following the Stock Combination Event Date 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) &ldquo;<B>Expiration Date</B>&rdquo;
means the date that is the fifth (5th) anniversary of the Issuance 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) &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 shares of Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the date
of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the
Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders
of the Company to surrender their shares of Common Stock without approval of the stockholders 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(s) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(v) &ldquo;<B>Principal Market</B>&rdquo;
means the Nasdaq Capital Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(w) &ldquo;<B>Registration
Rights Agreement</B>&rdquo; means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the Buyers of the Notes and SPA Warrants relating to, among other things, the registration of the resale of the shares of Common Stock
issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the SPA Warrants, as may be amended
from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(x) &ldquo;<B>SEC</B>&rdquo;
means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(y) &ldquo;<B>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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(z) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(aa) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ab) &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 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its &ldquo;VAP&rdquo; function (set to 09:30 start time and 16:00 end time) 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 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). 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 15. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[<I>signature page follows</I>]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B></B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%">&nbsp;</TD>
    <TD STYLE="width: 35%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Name: </FONT></TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

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

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

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>EXHIBIT A</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXERCISE NOTICE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS<BR>
WARRANT TO PURCHASE COMMON STOCK</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The undersigned holder hereby
elects to exercise the Series C Warrant to Purchase Common Stock No. _______ (the &ldquo;<B>Warrant</B>&rdquo;) of SCWORX CORP., a Delaware
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cash Exercise</U>&rdquo; with respect to _________________ Warrant Shares; and/or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
a &ldquo;<U>Cashless Exercise</U>&rdquo; with respect to _______________ Warrant Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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 Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">3. <U>Delivery of Warrant
Shares</U>. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance
with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery as a certificate to the following name and to the following address:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">Issue to:</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 85%">&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT>
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">DTC Participant:</FONT></TD>
    <TD STYLE="width: 85%; border-bottom: black 1pt solid">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">DTC Number:</FONT></TD>
    <TD STYLE="width: 85%; border-bottom: black 1pt solid">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">Account Number:</FONT></TD>
    <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="width: 27%">&nbsp;</TD>
    <TD STYLE="width: 25%">&nbsp;</TD>
    <TD STYLE="width: 48%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Date: _____________ __,</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name of Registered Holder</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 15%; font-size: 10pt"><FONT STYLE="font-size: 10pt">Tax ID:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 50%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">E-mail Address:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

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<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>



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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 2024, from the Company and acknowledged and agreed to by _______________.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 5%; font-size: 10pt"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Title:</FONT></TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"></P>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ea020945901ex10-1_scworx.htm
<DESCRIPTION>FORM OF SECURITIES PURCHASE AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0; text-align: right"><B>Exhibit 10.1</B></P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center">SECURITIES PURCHASE
AGREEMENT</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">This <B>SECURITIES PURCHASE
AGREEMENT</B> (the &ldquo;<B>Agreement</B>&rdquo;), dated as of July 12, 2024, is by and among SCWorx Corp., a Delaware corporation (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 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><U>RECITALS</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">B. The
Company has authorized the issuance of senior secured convertible notes of the Company, in the aggregate original principal amount of
$1,155,000, 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 the Company&rsquo;s common stock, $0.001 par value per share (the &ldquo;<B>Common Stock</B>&rdquo;) (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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, (ii) a warrant to initially
acquire up to the 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> (individually, a &ldquo;<B>Series A Warrant</B>&rdquo;
and, collectively, the &ldquo;<B>Series A Warrants</B>&rdquo;) (as exercised, collectively, the &ldquo;<B>Series A Warrant Shares</B>&rdquo;),
(iii) a warrant to initially acquire up to the aggregate number of shares of Common Stock set forth opposite such Buyer&rsquo;s name in
column (5) on the Schedule of Buyers, in the form attached hereto as <B><U>Exhibit C</U></B> (individually, a &ldquo;<B>Series B Warrant</B>&rdquo;
and, collectively, the &ldquo;<B>Series B Warrants</B>&rdquo;) (as exercised, collectively, the &ldquo;<B>Series B Warrant Shares</B>&rdquo;),
and (iv) a warrant to initially acquire up to the aggregate number of shares of Common Stock set forth opposite such Buyer&rsquo;s name
in column (6) on the Schedule of Buyers, in the form attached hereto as <B><U>Exhibit D</U></B> (individually, a &ldquo;<B>Series C Warrant</B>&rdquo;
and, collectively, the &ldquo;<B>Series C Warrants</B>&rdquo;) (as exercised, collectively, the &ldquo;<B>Series C Warrant Shares</B>&rdquo;).
The Series A Warrants, the Series B Warrants and the Series C Warrants are collectively referred to herein as the &ldquo;<B>Warrants</B>.&rdquo;
The Series A Warrant Shares, the Series B Warrant Shares, and the Series C Warrant Shares are collectively referred to herein as the &ldquo;<B>Warrant
Shares</B>.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">D. On
the Closing Date, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as <B><U>Exhibit
E</U></B> (the &ldquo;<B>Registration Rights Agreement</B>&rdquo;), pursuant to which the Company has agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules
and regulations promulgated thereunder, and applicable state securities laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">E. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">F. The
Notes will be secured by a first priority perfected security interest in all of the assets of the Company as evidenced by a guaranty and
security agreement in the form attached hereto as <B><U>Exhibit F</U></B> (the &ldquo;<B>Security Agreement</B>&rdquo; and together with
the other security documents and agreements referenced therein, as each may be amended or modified from time to time, collectively, the
&ldquo;<B>Security Documents</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">G. The
bridge secured promissory note, dated April 10, 2024 as amended on May 10, 2024, May 17, 2024, May 24, 2024, May 31, 2024, June 7, 2024,
June 14, 2024, June 21, 2024, June 28, 2024 and July 5, 2024 in the face amount of $330,000 issued to the lead Buyer (the &ldquo;<B>Bridge
Note</B>&rdquo;) shall be exchanged for Notes in an equivalent amount plus accrued interest to the Buyers on the Closing Date and shall
be deemed part of the aggregate principal amount of $1,155,000 of Notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B><U>AGREEMENT</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">1. PURCHASE
AND SALE OF NOTES AND WARRANTS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Purchase of Notes
and Warrants</U><FONT STYLE="font-size: 10pt"></FONT>. 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), (i) 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, (ii) a Series A Warrant to initially acquire up to the aggregate number of Series A Warrant
Shares as is set forth opposite such Buyer&rsquo;s name in column (4) on the Schedule of Buyers, (iii) a Series B Warrant to initially
acquire up to the aggregate number of Series B Warrant Shares as is set forth opposite such Buyer&rsquo;s name in column (5) on the Schedule
of Buyers, and (iv) a Series C Warrant to initially acquire up to the aggregate number of Series C Warrant Shares as is set forth opposite
such Buyer&rsquo;s name in column (6) on the Schedule of Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Closing</U><FONT STYLE="font-size: 10pt"></FONT>.
The closing (the &ldquo;<B>Closing</B>&rdquo;) of the purchase of the Notes and the Warrants by the Buyers shall occur remotely by the
electronic transfer of Closing documentation. 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo;&nbsp; or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Purchase Price</U><FONT STYLE="font-size: 10pt"></FONT>.
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 (7) on the Schedule of Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Form of Payment</U><FONT STYLE="font-size: 10pt"></FONT>.
On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Buyers affiliated with Iroquois Capital
Management, LLC (&ldquo;<B>Iroquois</B>&rdquo;), 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
Company&rsquo;s written wire instructions 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, (B) a Series A Warrant pursuant
to which such Buyer shall have the right to initially acquire up to the aggregate number of Series A Warrant Shares as is set forth opposite
such Buyer&rsquo;s name in column (4) on the Schedule of Buyers, (C) a Series B Warrant pursuant to which such Buyer shall have the right
to initially acquire up to the aggregate number of Series B Warrant Shares as is set forth opposite such Buyer&rsquo;s name in column
(5) on the Schedule of Buyers, and (D) a Series C Warrant pursuant to which such Buyer shall have the right to initially acquire up to
the aggregate number of Series C Warrant Shares as is set forth opposite such Buyer&rsquo;s name in column (6) on 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 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">2. BUYER&rsquo;S
REPRESENTATIONS AND WARRANTIES.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>No Public Sale or
Distribution</U><FONT STYLE="font-size: 10pt"></FONT>. 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 (as defined below) or any department or agency
thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Accredited Investor
Status; Experience</U><FONT STYLE="font-size: 10pt"></FONT>. Such Buyer is an &ldquo;accredited investor&rdquo; as that term is
defined in Rule 501(a) of Regulation D. Such Buyer, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Buyer is able to bear the economic risk of an investment
in the Securities and, at the present time, is able to afford a complete loss of such investment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Reliance on Exemptions</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Information</U><FONT STYLE="font-size: 10pt"></FONT>.
Such Buyer acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto)
and the SEC Documents. 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&rsquo;s right to rely on the Company&rsquo;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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>No Governmental Review</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>Transfer or Resale</U><FONT STYLE="font-size: 10pt"></FONT>.
Such Buyer understands that except as provided in the Registration Rights Agreement and 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) except with respect to the obligations of the Company under the Registration Rights Agreement,
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). If a Buyer or any subsequent
holder of the Securities proposes to transfer the Securities held by such Person pursuant to Rule 144, the Company shall provide necessary
opinions to its transfer agent, if requested, provided that such Buyer or such subsequent holder, as the case may be, provides the necessary
representations as requested by the Company&rsquo;s counsel.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>Validity; Enforcement</U><FONT STYLE="font-size: 10pt"></FONT>.
This Agreement, the Security Documents and the Registration Rights Agreement, as applicable, have 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>No Conflicts</U><FONT STYLE="font-size: 10pt"></FONT>.
The execution, delivery and performance by such Buyer of this Agreement, the Registration Rights Agreement and the Security Documents
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j) <U>No
Reliance on Placement Agent</U>. Such Buyer acknowledges and agrees that neither the Placement Agent (as defined below) nor any affiliate
of the Placement Agent has provided such Buyer with any information or advice with respect to the Securities nor is such information or
advice necessary or desired. Neither the Placement Agent nor any affiliate has made or makes any representation as to the Company or the
quality of the Securities and the Placement Agent and any affiliate may have acquired non-public information with respect to the Company
which such Buyer agrees need not be provided to it. In connection with the issuance of the Securities to such Buyer, neither the Placement
Agent nor any of its affiliates has acted as a financial advisor or fiduciary to such Buyer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) <U>Residency</U>.
Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) <U>General
Solicitation</U>. Buyer represents that (i) Buyer was contacted regarding the sale of the Securities by the Placement Agent or the Company
(or authorized representative thereof) and the Buyer had a prior pre-existing relationship with the Company under the U.S. securities
laws and interpretations, (ii) to the knowledge of such Buyer, no Securities were offered or sold to it by means of any form of general
solicitation, and Buyer is not, to such Buyer&rsquo;s knowledge, purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Buyer, any other general solicitation or general advertisement. Buyer
has not become interested in the offering of the Securities as a result of any registration statement of the Company filed with the Commission
or any other securities agency or regulator.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) <U>Certain
Transactions and Confidentiality</U>. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Buyer, directly or indirectly executed any purchases or sales,
including Short Sales,&nbsp;of the securities of the Company during the period commencing as of the time that such Buyer first received
a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Buyer that
is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Buyer&rsquo;s assets and the
portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such
Buyer&rsquo;s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this
Agreement or to such Buyer&rsquo;s representatives, including, without limitation, its officers, directors, partners, legal and other
advisors, employees, agents and Affiliates, such Buyer has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing
shares in order to effect Short Sales or similar transactions in the future. &ldquo;Short Sales&rdquo; means all &ldquo;short sales&rdquo;
as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of
Common Stock).</P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Except as set forth in the
disclosure schedules referenced below (the &ldquo;<B><U>Disclosure Schedules</U></B>&rdquo;), which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation, warranty or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company represents and warrants to each of the Buyers that:</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Organization and Qualification</U><FONT STYLE="font-size: 10pt"></FONT>.
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 described in the SEC Documents. 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 and its Subsidiaries (as defined below), 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 Schedule&nbsp;3(a),
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Authorization; Enforcement;
Validity</U><FONT STYLE="font-size: 10pt"></FONT>. 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 by the Company 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, to the extent applicable, each of its Subsidiaries&rsquo;
board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements
in accordance with the requirements of the Registration Rights Agreement, 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 Registration Rights Agreement, the Security Documents, the Lock-Up
Agreements (as defined below), the Voting Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below)
and each of the other agreements and instruments entered into or delivered by the Company or any of its Subsidiaries in connection with
the transactions contemplated hereby and thereby, as may be amended from time to time.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <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
share capital not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming
for purposes hereof that (x) the Notes are convertible at the Floor Price) and without taking into account any limitations on the conversion
of the Notes set forth in the Notes), and (ii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants
(without taking into account any limitations on the exercise of the Warrants set forth therein). 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 shares 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>No Conflicts</U><FONT STYLE="font-size: 10pt"></FONT>.
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 Certificate of Incorporation (as defined below), Bylaws (as defined below) 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 and including all applicable foreign, federal and state securities laws, rules and regulations,
and the rules and regulations of The Nasdaq Capital Market (the &ldquo;<B>Principal Market</B>&rdquo;) 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; except in the case
of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Consents</U><FONT STYLE="font-size: 10pt"></FONT>.
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 with the SEC of one or more Registration Statements in accordance with the requirements of the Registration
Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, the notice and/or
application(s) to the Principal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant
Shares for trading thereon in the time and manner required thereby), 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 prior to the Closing Date 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. Except as disclosed in the SEC 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>Acknowledgment Regarding
Buyer&rsquo;s Purchase of Securities</U><FONT STYLE="font-size: 10pt"></FONT>. 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) to its knowledge,
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>No General Solicitation;
Placement Agent&rsquo;s Fees</U><FONT STYLE="font-size: 10pt"></FONT>. 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, including, without limitation, the advisory fees payable
to Pamria, LLC, as placement agent (the &ldquo;<B>Placement Agent</B>&rdquo;) in connection with the sale of the Securities. The fees
and expenses of the Placement Agent to be paid by the Company or any of its Subsidiaries are as set forth on Schedule 3(g) attached hereto.
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney&rsquo;s
fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement
Agent in connection with the sale of the Securities. Other than the Placement Agent, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>No Integrated Offering</U><FONT STYLE="font-size: 10pt"></FONT>.
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 caused
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 (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Dilutive Effect</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j) <U>Application of Takeover
Protections; Rights Agreement</U><FONT STYLE="font-size: 10pt"></FONT>. 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 Certificate 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) <U>SEC
Documents; Financial Statements</U>. Except as set forth on Schedule 3(k), 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. 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. 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 U.S. 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). 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 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. The Company has delivered to
the Buyers unaudited financial statements for the year ended December 31, 2023 which comply 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 date hereof. Such financial
statements have been prepared in accordance with GAAP, consistently applied, during such period (except as may be otherwise indicated
in such financial statements or the notes thereto) and fairly present in all material respects the financial position of the Company as
of December 31, 2023 and the results of its operations and cash flows for the period then ended.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) <U>Absence
of Certain Changes</U>. Except as disclosed in the SEC Documents, since the date of the Company&rsquo;s most recent audited financial
statements contained in a Form 10-K, 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 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 Company Insolvent (as defined below). For purposes of this Section 3(A)(l), &ldquo;<B>Company Insolvent</B>&rdquo; means,
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. 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) <U>No
Undisclosed Events, Liabilities, Developments or Circumstances</U>. No event, liability, development or circumstance has occurred or exists
that is reasonably likely to have a Material Adverse Effect.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) <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 Certificate of Incorporation, organizational documents, 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, their organizational charter, certificate of formation,
memorandum of association, articles of association or certificate of incorporation or bylaws or other organizational documents, respectively.
Except as disclosed on Schedule 3(n), 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, except as disclosed
in the SEC documents, 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. Since January 1, 2022, (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) except as disclosed in the
SEC documents, 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) <U>Foreign Corrupt Practices</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(ii) assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p) <U>Sarbanes-Oxley Act</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) <U>Transactions With
Affiliates</U><FONT STYLE="font-size: 10pt"></FONT>. Except as disclosed in the SEC Documents or for which no disclosure is required
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 equity 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, except as disclosed on Schedule 3(q), 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 or consulting fees 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r) <U>Equity
Capitalization</U>. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 45,000,000 shares of Common
Stock, of which 1,439, 591 shares of Common Stock are issued and outstanding and 202,175 shares are reserved for issuance pursuant to
outstanding Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 900,000 shares of preferred stock,
of which 39,810 are designated as Series A preferred stock and are issued and outstanding. &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. All of such outstanding
shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 61,171 shares
of the Company&rsquo;s issued and outstanding Common Stock on the date hereof are 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. 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, whether or not presently exercisable or convertible, have been fully exercised 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). Except as set forth on Schedule 3(r) and as disclosed in the SEC
Documents, (i) none of the Company&rsquo;s or any Subsidiary&rsquo;s capital stock is subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) 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 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 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 capital stock of the Company or any of its Subsidiaries;
(iii) there are no 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; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries;
(v) 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 (except pursuant to the Registration Rights Agreement); (vi) 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; (vii) there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities; (viii) 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; and (ix) 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. If not available at the SEC&rsquo;s Edgar site, the Company has
furnished to the Buyers true, correct and complete copies of the Company&rsquo;s Certificate of Incorporation, as amended and as in effect
on the date hereof (the &ldquo;<B>Certificate 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 convertible into, or exercisable or
exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(s) <U>Indebtedness and Other
Contracts</U><FONT STYLE="font-size: 10pt"></FONT>. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in
the SEC Documents or on <U>Schedule&nbsp;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) except as disclosed on Schedule 3(s), has any financing statements securing obligations in any amounts
filed in connection with the Company or any of its Subsidiaries; (iv) except as disclosed on Schedule 3(s), 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. 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;finance 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, currently due and
payable, 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 finance 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t) <U>Litigation</U><FONT STYLE="font-size: 10pt"></FONT>.
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 Schedule 3(t). 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. Except as disclosed in the SEC Documents, 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 relating to the Company. Except as disclosed in
the SEC Documents, 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u) <U>Insurance</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(v) <U>Employee
Matters; Benefit Plans</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) The
Company and its Subsidiaries have complied in all material respects with all applicable laws relating to wages, hours, equal opportunity,
collective bargaining, workers&rsquo; compensation insurance and the payment of social security and other taxes. The Company is not aware
that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or its Subsidiaries,
as the case may be, nor does the Company have a present intention, or know of a present intention of its Subsidiaries, to terminate the
employment of any officer or key employee. There are no pending or, to the knowledge of the Company, threatened employment discrimination
charges or complaints against or involving the Company or its Subsidiaries before any federal, state, or local board, department, commission
or agency, or unfair labor practice charges or complaints, disputes or grievances affecting the Company or its Subsidiaries.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) No
labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could
reasonably be expected to result in a Material Adverse Effect. None of the Company&rsquo;s or its Subsidiaries&rsquo; employees is a member
of a union that relates to such employee&rsquo;s relationship with the Company or such Subsidiary, and neither the Company nor any of
its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) The
Company and its Subsidiaries are in compliance in all material respects with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended (&ldquo;ERISA&rdquo;). No benefit plan of the Company or any Subsidiary (a) is subject to the provisions
of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA, (b) is subject to Title IV of ERISA, (c) is a &ldquo;multiemployer
plan&rdquo; (within the meaning of Section 3(37) of ERISA). Since inception, neither the Company, its Subsidiaries, nor any business or
entity treated as a single employer with the Company or its Subsidiaries for purposes of Title IV of ERISA contributed to or was obliged
to contribute to a pension plan that was at any time subject to Title IV of ERISA.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(w) <U>Assets;
Title</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) Except
as disclosed on Schedule 3(w)(i), each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest
in, as applicable, all of its properties and assets, free and clear of all Liens except (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, and (iv) such as have been disposed of in the ordinary course of business. All tangible personal
property owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary
wear and tear, and (y) where such failure would not have a Material Adverse Effect. All assets leased by the Company or any of its Subsidiaries
are in the condition required by the terms of the lease applicable thereto during the term of such lease and upon the expiration thereof.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, if any, and good and marketable title
to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear
of all liens, encumbrances and defects except such Liens set forth in Schedule 3(w)(i).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) Schedule
3(w)(ii) sets forth a complete list of all real property and interests in real property leased by the Company as of the date hereof (the
&ldquo;<B>Real Property</B>&rdquo;). The Company has good and valid leasehold interest in all real property and interests in real property
shown on Schedule 3(w)(ii) to be leased by it free and clear of all Liens except where such Liens would not have a Material Adverse Effect.
Except as set forth on Schedule 3(w)(ii), there exists no default, or any event which upon notice or the passage of time, or both, would
give rise to any default, in the performance of the Company or by any lessor under any such lease, nor, to the knowledge of the Company,
is the landlord of any such lease in default except where any such default would not have a Material Adverse Effect.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(x) <U>Intellectual
Property</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) Except
as set forth on Schedule 3(x)(i), the Company and its Subsidiaries own all right, title and interest in and to, or have a valid and enforceable
license to use all the Company Intellectual Property used by them in connection with their respective businesses, which represents all
intellectual property rights necessary to the conduct of their business as now conducted. The Company and its Subsidiaries are in compliance
with all contractual obligations relating to the protection of such of the Company Intellectual Property as they use pursuant to license
or other agreement. The conduct of the business of the Company and its Subsidiaries, to the knowledge of the Company, as currently conducted,
or as reasonably be expected to be conducted, does not, and is not reasonably expected to, conflict with or infringe any proprietary right
or Company Intellectual Property of any third party, including, without limitation, the transmission, reproduction, use, display or modification
of any content or material (including framing, and linking web site content) on a web site, bulletin board or other like medium hosted
by or on behalf of the Company or any of its Subsidiaries, except for such infringements and conflicts which would not reasonably be expected
to have a Material Adverse Effect. Except as disclosed on Schedule 3(x), there is no claim, suit, action or proceeding pending or, to
the knowledge of the Company, threatened against the Company or any Subsidiary: (i) alleging any such conflict or infringement with any
third party&rsquo;s proprietary rights; or (ii) challenging the Company&rsquo;s or any Subsidiary&rsquo;s ownership or use of, or the
validity or enforceability of any Company Intellectual Property.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) Schedule
3(x)(ii) sets forth a complete and current list of registered trademarks or copyrights, issued patents, applications therefor, or other
forms of Company Intellectual Property registration anywhere in the world that is owned by the Company or a Subsidiary (&ldquo;<B>Listed
Company Intellectual Property</B>&rdquo;) and the owner of record, date of application or issuance and relevant jurisdiction as to each.
All Listed Company Intellectual Property is owned by the Company or a Subsidiary, free and clear of security interests, liens, encumbrances
or claims of any nature. All Listed Company Intellectual Property is valid, subsisting, unexpired, in proper form and enforceable and
all renewal fees and other maintenance fees that have fallen due on or prior to the effective date of this Agreement have been paid. No
Listed Company Intellectual Property is the subject of any proceeding before any governmental, registration or other authority in any
jurisdiction, including any office action or other form of preliminary or final refusal of registration, except as noted on Schedule 3(x)(ii).
The consummation of the transactions contemplated hereby will not alter or impair any Company Intellectual Property that is owned or licensed
by the Company or a Subsidiary.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) Schedule
3(x)(iii) sets forth a complete list of all agreements relating to Company Intellectual Property to which the Company or a Subsidiary
is a party, subject or bound (the &ldquo;<B>Company Intellectual Property Contracts</B>&rdquo;) (other than agreements involving (A) the
license of the Company of standard, generally commercially available &ldquo;off-the-shelf&rdquo; third party products that are not and
will not to any extent be part of any product, service or intellectual property offering of the Company or (B) non-disclosure or non-use
of information). Each Company Intellectual Property Contract: (i) is valid and binding on the Company or a Subsidiary, as the case may
be, and, to the Company&rsquo;s knowledge, the counterparties thereto, and is in full force and effect and (ii) upon consummation of the
transactions contemplated hereby shall continue in full force and effect without penalty or other adverse consequence.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iv) The
Company and its Subsidiaries are not under any obligation to pay royalties or other payments in connection with any agreement, nor restricted
from assigning their rights respecting Company Intellectual Property nor will the Company or any Subsidiary otherwise be, as a result
of the execution and delivery of this Agreement or the performance of the Company&rsquo;s obligations under this Agreement, in breach
of any agreement relating to the Company Intellectual Property.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v) Except
as set forth on 3(x)(v), no present or former employee, officer or director of the Company or any Subsidiary, or agent or outside contractor
of the Company or any Subsidiary, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Company
Intellectual Property that is owned or licensed by the Company or any Subsidiary.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vi) To
the Company&rsquo;s knowledge: (i) none of the Listed Company Intellectual Property has been used, disclosed or appropriated to the detriment
of the Company or any Subsidiary for the benefit of any Person other than the Company; and (ii) no employee, independent contractor or
agent of the Company or any Subsidiary has misappropriated any trade secrets or other confidential information of any other Person in
the course of the performance of his or her duties as an employee, independent contractor or agent of the Company or any Subsidiary.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vii) Any
programs, modifications, enhancements or other inventions, improvements, discoveries, methods or works of authorship (&ldquo;<B>Company
Works</B>&rdquo;) that were created by employees of the Company or any Subsidiary were made in the regular course of such employees&rsquo;
employment or service relationships with the Company or its Subsidiary using the Company&rsquo;s or the Subsidiary&rsquo;s facilities
and resources and, as such, constitute either works made for hire or all rights and title to and in such Company Works have been fully
assigned to the Company or a Subsidiary. Each such employee who has created Company Works or any employee who in the regular course of
his employment may create Company Works and all consultants have signed an assignment or similar agreement with the Company or the Subsidiary
confirming the Company&rsquo;s or the Subsidiary&rsquo;s ownership or, in the alternate, transferring and assigning to the Company or
the Subsidiary all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright
and other intellectual property rights therein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(viii) For
the purpose of this Agreement, &ldquo;<B>Company Intellectual Property</B>&rdquo; shall mean all of the following: (A) trademarks and
service marks, trade dress, product configurations, trade names and other indications of origin, applications or registrations in any
jurisdiction pertaining to the foregoing and all goodwill associated therewith; (B) inventions, discoveries, improvements, ideas, know-how,
formula methodology, processes, technology, software (including password unprotected interpretive code or source code, object code, development
documentation, programming tools, drawings, specifications and data) and applications and patents in any jurisdiction pertaining to the
foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (C) trade secrets, including
confidential information and the right in any jurisdiction to limit the use or disclosure thereof; (D) copyrights in writings, designs
software, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related
thereto; (E) database rights; (F) internet websites, domain names and applications and registrations pertaining thereto and all intellectual
property used in connection with or contained in all versions of the Company&rsquo;s Web sites; (G) rights under all agreements relating
to the foregoing; (H) books and records pertaining to the foregoing; and (I) claims or causes of action arising out of or related to past,
present or future infringement or misappropriation of the foregoing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(y) <U>Environmental Laws</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(z) <U>Subsidiary Rights</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(aa) <U>Tax Status</U>.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,
the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations
and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(bb) <U>Internal Accounting
and Disclosure Controls</U><FONT STYLE="font-size: 10pt"></FONT>. Except as disclosed in the SEC Documents, 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 GAAP, 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 in the SEC Documents, 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(cc) <U>Off Balance Sheet
Arrangements</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(dd) <U>Investment Company
Status</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ee) <U>Acknowledgement Regarding
Buyers&rsquo; Trading Activity</U><FONT STYLE="font-size: 10pt"></FONT>. 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; (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; and (iv) each Buyer may rely on the Company&rsquo;s obligation to timely deliver shares of Common Stock upon conversion,
exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting
trading in the Common Stock of the Company. 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 (including, without limitation, the location and/or reservation of borrowable shares of Common Stock)
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 (including, without limitation, the location and/or reservation of borrowable shares of Common
Stock), 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ff) <U>Manipulation of Price</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(gg) <U>U.S. Real Property
Holding Corporation</U><FONT STYLE="font-size: 10pt"></FONT>. Neither the Company nor any of its Subsidiaries is, or has ever been
a U.S. real property holding corporation within the meaning of Section&nbsp;897 of the Code, and the Company and each Subsidiary shall
so certify upon any Buyer&rsquo;s request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(hh) <U>Registration Eligibility</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company is eligible to register the Registrable Securities (as defined in the Registration Rights Agreement) for resale by the Buyers
using Form S-1 promulgated under the 1933 Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) <U>Transfer Taxes</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(jj) <U>Bank Holding Company
Act</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(kk) <U>Shell Company Status</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ll) <U>Illegal or Unauthorized
Payments; Political Contributions</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(mm) <U>Money Laundering</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(nn) <U>Stock Option Plans</U><FONT STYLE="font-size: 10pt"></FONT>.
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 shares of Common Stock on the date such stock option would
be considered granted under GAAP and applicable law. No stock option granted under the Company&rsquo;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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(oo) <U>No Disagreements
with Accountants and Lawyers</U>. 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&rsquo;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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) Reserved.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(pp) <U>Other Covered Persons</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company is not aware of any Person (other than the Placement Agent) 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 Securities.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(qq) <U>No Additional Agreements</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(rr) <U>Public Utility Holding
Act</U><FONT STYLE="font-size: 10pt"></FONT>. 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ss) <U>Federal Power Act</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(tt) <U>Ranking of Notes</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(uu) <U>Cybersecurity</U>.
The Company and its Subsidiaries&rsquo; information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, &ldquo;<B>IT Systems</B>&rdquo;) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be
expected to have a Material Adverse Effect on the Company&rsquo;s business. The Company and its Subsidiaries have implemented and maintained
commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect
their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including
&ldquo;Personal Data,&rdquo; used in connection with their businesses. &ldquo;<B>Personal Data</B>&rdquo; means (i) a natural person&rsquo;s
name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver&rsquo;s
license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would
qualify as &ldquo;personally identifying information&rdquo; under the Federal Trade Commission Act, as amended; (iii) &ldquo;personal
data&rdquo; as defined by the European Union General Data Protection Regulation (&ldquo;<B>GDPR</B>&rdquo;) (EU 2016/679); (iv) any information
which would qualify as &ldquo;protected health information&rdquo; under the Health Insurance Portability and Accountability Act of 1996,
as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, &ldquo;<B>HIPAA</B>&rdquo;); and (v)
any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any data related to an identified person&rsquo;s health or sexual orientation. There have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each
case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The
Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(vv) <U>Compliance with
Data Privacy Laws</U>. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state and
federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have
taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with,
the GDPR (EU 2016/679) (collectively, the &ldquo;<B>Privacy Laws</B>&rdquo;) except in each case, where such would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company
and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects
with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis
of Personal Data (the &ldquo;<B>Policies</B>&rdquo;). The Company and its Subsidiaries have at all times made all disclosures to users
or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy
have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in
any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice of any actual or potential
liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition
that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,
remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes
any obligation or liability under any Privacy Law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ww) <U>Disclosure</U><FONT STYLE="font-size: 10pt"></FONT>.
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. 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. Other than with
respect to the transactions contemplated by this Agreement and the other Transaction Documents, 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. 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 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"></P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">4. COVENANTS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Best Efforts</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Blue Sky</U><FONT STYLE="font-size: 10pt"></FONT>.
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 federal, foreign, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Reporting Status</U><FONT STYLE="font-size: 10pt"></FONT>.
From the date hereof until the date on which the Buyers shall have sold all of the Registrable 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. The Company shall take all actions necessary to regain its eligibility to register
the Registrable Securities for resale by the Buyers on Form S-3.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Use of Proceeds</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company shall use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, except
as set forth on Schedule 4(d) for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries outstanding on the
date hereof (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of
any litigation outstanding on the date hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Financial Information</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) 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 Report on Form 10-K, Quarterly Reports on Form 10-Q , any other
interim reports or any consolidated balance sheets, income statements, stockholders&rsquo; equity statements and/or cash flow statements
for any period other than any annual report, 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, e-mail 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, as applicable, generally,
contemporaneously with the making available or giving thereof to the stockholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>Listing</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable 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 Registrable 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).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>Fees</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company shall reimburse the lead Buyer a non-accountable amount of $125,000 for all costs and expenses incurred by it or its affiliates
in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents
(including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. (&ldquo;<B>Mintz</B>&rdquo;), counsel to the lead Buyer), any other reasonable fees and expenses in connection
with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence
and regulatory filings in connection therewith (the &ldquo;<B>Transaction Expenses</B>&rdquo;) and such $125,000 (less any amounts previous
paid to lead Buyer) be withheld by the lead Buyer from its Purchase Price at the Closing. 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 (including, without
limitation, any fees or commissions payable to the Placement Agent). The Company shall pay, and the Company shall 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>Pledge of Securities</U><FONT STYLE="font-size: 10pt"></FONT>.
Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be
pledged by a Buyer 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 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, including, without limitation, Section 2(g) hereof; <U>provided</U> that
a Buyer 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Disclosure of Transactions
and Other Material Information</U><FONT STYLE="font-size: 10pt"></FONT>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) <U>Disclosure
of Transaction</U>. The Company shall no later than 5:00 p.m., New York time, on the first Business Day after the date of this Agreement,
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, to the extent material), the form of Notes, the form of the Warrants, the form of Security Documents
(to the extent material), the form of Lock-Up Agreement and the form of the Registration Rights Agreement) (including the attachments
thereto, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) <U>Limitations
on Disclosure</U>. The Company 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(o)
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, directly or indirectly,
delivers any material, non-public information to a Buyer without such Buyer&rsquo;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 but each Buyer shall at all times comply with applicable securities laws. 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 and/or any of its Subsidiaries but each Buyer shall at all times comply with applicable securities
laws.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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 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 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 principal of Notes purchased by such Buyer hereunder 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 second (2nd) Business
Day after such Disclosure Cure Date. The payments to which a Buyer shall be entitled pursuant to this Section 4(i)(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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iv) For
the purpose of this Agreement the following definitions shall apply:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">(1) &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, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the shares of Common Stock during such Disclosure Failure Measuring Period.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">(2) &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 shares of 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 shares of 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">(3) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j) <U>Additional Registration
Statements</U><FONT STYLE="font-size: 10pt"></FONT>. Until the Applicable Date (as defined below) and at any time thereafter while
any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information
Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering
statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form
S-8 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 earlier of (x) the first date on which the resale by the
Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights
Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available
for use on such date) or (y) the first date on which all of the Registrable 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) <U>Additional Issuance
of Securities</U><FONT STYLE="font-size: 10pt"></FONT>. So long as any Buyer beneficially owns any Notes or Warrants, the Company
will not, without the prior written consent of the Required Holders, directly or indirectly, 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 180<SUP>th
</SUP>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 Registration Statement is not effective or any prospectus contained therein
is not available for use or 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 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(k) shall not apply in respect
of the issuance of (i) shares of Common Stock or standard options to purchase shares of Common Stock issued or issuable to directors,
officers, employees or other service providers 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 awards) after
the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the shares of Common Stock issued and outstanding
immediately prior to the date hereof and (2) the exercise price of any such options is not lowered and none of such options are amended
to increase the number of shares issuable thereunder or extend the term of such options; (ii) shares of Common Stock issued or issuable
upon the conversion or exercise of Convertible Securities (other than shares of Common Stock or standard options to purchase shares of
Common Stock issued or issuable 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 shares of Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) is not lowered, none of such Convertible Securities are amended to increase the number of shares issuable thereunder
and none of the terms or conditions of any such Convertible Securities (other than those 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 and any other securities issued or issuable pursuant to this Agreement, any of the Transaction Documents,
(v) securities issued as consideration for the acquisition of another entity by the Company by merger, purchase of substantially all
of the assets or other reorganization or bona fide joint venture agreement, provided that such issuance is approved by the majority of
the disinterested directors of the Company and provided that such securities are issued as &ldquo;restricted securities&rdquo; (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
during the Restricted Period and such issuance does not, in the aggregate, exceed more than 5% of the shares of Common Stock issued and
outstanding immediately prior to the date hereof, and (vi) shares of Common Stock issued or issuable pursuant to that certain settlement
agreement between the Company and CoreProminence, d/b/a CoreIR (&ldquo;<B>CoreIR</B>&rdquo;), dated as of July 12, 2024, in the form
previously approved by the lead Buyer (the &ldquo;<B>CoreIR Agreement</B>&rdquo;) (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 or other awards convertible, exercisable for or exchangeable for shares of Common Stock may be issued to any employee, officer,
director or other service provider for services provided to the Company and/or a Subsidiary in their capacity as such.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) <U>Reservation of Shares</U><FONT STYLE="font-size: 10pt"></FONT>.
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, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon
conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price), (y)
interest on the Notes shall accrue through the twentieth (20<SUP>th</SUP>) month anniversary of the Closing Date and will be converted
in shares of Common Stock at the initial Conversion Price and (z) any such conversion shall not take into account any limitations on
the conversion of the Notes set forth in the Notes), and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of
all the Warrants then outstanding (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(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable
of Notes and Warrants. 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&rsquo;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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) <U>Conduct of Business</U><FONT STYLE="font-size: 10pt"></FONT>.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) <U>Restriction on Subsequent
Placement Below Warrant Exercise Price; Variable Securities</U><FONT STYLE="font-size: 10pt"></FONT>. Commencing on the date hereof
and until (i) no Warrants 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 and (ii) the earlier of (x) 90 days following the
Maturity Date or (y) 90 days after the date that all of the Notes are converted or repaid in full, except for Excluded Securities, the
Company shall not effect any Subsequent Placement at a per share price below the exercise price of the Warrant. &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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) <U>Participation Right</U><FONT STYLE="font-size: 10pt"></FONT>.
At any time after the Closing Date until eighteen (18) months after the Closing Date, 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(o).
The Company acknowledges and agrees that the right set forth in this Section&nbsp;4(o) is a right granted by the Company, separately,
to each Buyer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) 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
100% 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(o) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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(o)(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(o)(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(o) 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&nbsp;4(o)(i) above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v) 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&nbsp;4(o)(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vi) Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section&nbsp;4(o) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vii) The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) 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, and (y) any registration rights
set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the
Registration Rights Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(viii) Notwithstanding
anything to the contrary in this Section 4(o) 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(o). 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(o)(ii).</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ix) The
restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Company shall
not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not provided to all Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p) <U>Dilutive Issuances</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) <U>Restriction on Redemption
and Cash Dividends</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r) <U>Corporate Existence</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(s) <U>Stock Splits</U><FONT STYLE="font-size: 10pt"></FONT>.
Until the Notes and all notes issued pursuant to the terms thereof are no longer outstanding, the Company shall not, except as required
to maintain its listing on the Principal Market, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u) <U>Regulation M</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(v) <U>General Solicitation</U>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(w) <U>Integration</U>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(x) <U>Notice of Disqualification
Events</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(y) <U>Stockholder Approval</U><FONT STYLE="font-size: 10pt"></FONT>.
The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the &ldquo;<B>Stockholder
Meeting</B>&rdquo;), which shall be held no later than September 12, 2024 (the &ldquo;<B>Stockholder Meeting Deadline</B>&rdquo;), a
proxy statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder&rsquo;s
affirmative vote at the Stockholder Meeting for approval of resolutions (&ldquo;<B>Stockholder Resolutions</B>&rdquo;) providing for
the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the &ldquo;<B>Stockholder Approval</B>&rdquo;,
and the date the Stockholder Approval is obtained, the &ldquo;<B>Stockholder Approval Date</B>&rdquo;), and the Company shall use its
reasonable best efforts to solicit its stockholders&rsquo; approval of such resolutions and to cause the Board of Directors of the Company
to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder
Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained
on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days
later. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings,
the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.
Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval at any time following
the time when the Notes are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to
the Notes and Warrants would not exceed the Exchange Cap (as defined in the Notes).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(z) <U>Books
and Records</U>. The Company will keep proper books of record and account, in which full and correct entries shall be made of all financial
transactions and the asset and business of the Company and its Subsidiaries in accordance with GAAP.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(aa) <U>Closing Documents</U><FONT STYLE="font-size: 10pt"></FONT>.
On or prior to twenty (20) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer
and Mintz a complete closing set of the executed Transaction Documents (which may be delivered in electronic format), Securities and
any other document required to be delivered to any party pursuant to Section&nbsp;7 hereof or otherwise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(bb) <U>Collateral Agent</U>.
Each Buyer hereby (i) appoints Iroquois as the collateral agent hereunder and under the Security Documents (in such capacity, the &ldquo;<B>Collateral
Agent</B>&rdquo;), and (ii) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on
such Buyer&rsquo;s behalf in accordance with the terms hereof and thereof. The Collateral Agent shall not have, by reason hereof or any
of the Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors,
employees or agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any Security
Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify
and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the &ldquo;<B>Collateral
Agent Indemnitees</B>&rdquo;) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees,
costs and expenses (including, without limitation, reasonable attorneys&rsquo; fees, costs and expenses) incurred by such Collateral Agent
Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee
of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all
holders of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion
of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document
or applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other
documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the
proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder
or thereunder, upon advice of counsel selected by it.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(cc) <U>Successor Collateral
Agent.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) The Collateral Agent may
resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving
at least ten (10) Business Days&rsquo; prior written notice to the Company and each holder of Notes. Such resignation shall take effect
upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below.
If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount
of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under
the other Transaction Documents.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(ii) Upon any such notice
of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations
under this Agreement and the other Transaction Documents. After the Collateral Agent&rsquo;s resignation or removal hereunder as the collateral
agent, the provisions of this Section 4(dd) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
the Collateral Agent under this Agreement and the other Transaction Documents.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(iii) If a successor collateral
agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral
Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required
Holders appoint a successor collateral agent as provided above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(iv) In the event that a successor
Collateral Agent is appointed pursuant to the provisions of this Section 4(dd) that is not a Buyer or an affiliate of any Buyer (or the
Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a
successor Collateral Agent pursuant to the terms of this Section 4(dd)), the Company and each Subsidiary thereof covenants and agrees
to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from
time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including,
without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company
and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of
the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security
Documents reasonably requested or required by the successor Collateral Agent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(dd) <U>CoreIR Agreement</U>.
The Company shall not amend, modify, waive or terminate any provision of the CoreIR Agreement without the prior written consent of the
Required Holders, and the Company shall enforce the provisions of the CoreIR Agreement in accordance with its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">5. REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Register</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Transfer Agent Instructions</U><FONT STYLE="font-size: 10pt"></FONT>.
On or prior to the Closing Date, 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 extent unrestricted shares are issued) 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, subject to compliance with
applicable securities laws. 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 the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company&rsquo;s
transfer agent on each Effective Date (as defined in the Registration Rights Agreement). 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Legends</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left">[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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Removal of Legends</U><FONT STYLE="font-size: 10pt"></FONT>.
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 (including a Registration Statement) covering the resale of such 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 one (1) Trading Day (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)
or as reasonably required by the Company&rsquo;s transfer agent, 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 (&ldquo;<B>FAST</B>&rdquo;) 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 FAST, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Failure to Timely
Deliver; Buy-In</U><FONT STYLE="font-size: 10pt"></FONT>. If the Company fails, 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 FAST, 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 FAST, 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 the
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 pursuant to its terms and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights
Agreement (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 1.5% 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 FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on the Company&rsquo;s
share register or, if the Transfer Agent is participating in FAST, 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 to deliver in satisfaction of a sale by such Buyer 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 one (1) Trading Day 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 shares of 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>FAST
Compliance</U>. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in FAST.</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"></P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">6. CONDITIONS
TO THE COMPANY&rsquo;S OBLIGATION TO SELL.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) 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:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) 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 wire instructions provided by the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iv) 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: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">7. CONDITIONS
TO EACH BUYER&rsquo;S OBLIGATION TO PURCHASE.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) 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:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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 (5) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) Such
Buyer shall have received the opinion of Nossiff Law Firm LLP, the Company&rsquo;s counsel, dated as of the Closing Date, addressed to
each Buyer, in the form acceptable to such Buyer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered
to and acknowledged in writing by the Company&rsquo;s transfer agent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iv) The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each Guarantor
(as defined in the Security Agreement) such entity&rsquo;s jurisdiction of formation issued by the Secretary of State (or comparable office)
of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vi) Each
Guarantor shall have delivered to such Buyer a certified copy of its charter documents as certified by the Secretary of State (or comparable
office) of such Guarantor&rsquo;s jurisdiction of incorporation within ten (10) days of the Closing Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vii) The
Company and each Guarantor shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary
of the Company and each Guarantor 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 Guarantor&rsquo;s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate
of Incorporation of the Company and the organizational documents of each Guarantor and (iii)&nbsp;the Bylaws of the Company and the bylaws
of each Guarantor, each as in effect at the Closing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(viii) 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 or Chief Financial 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ix) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(x) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xi) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xiii) 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, provided, however, that the definition of &quot;Material Adverse Effect&quot; for the purpose of this clause (xiv), will
not include any change or effect that results from (A) changes in law or interpretations thereof, or regulatory policy or interpretation,
by any Governmental Entity so long as such change does not have a disproportionate effect on the Company, (B) changes in applicable accounting
rules or principles, including changes in GAAP, so long as such change does not have a disproportionate effect on the Company, (C) changes
in general economic conditions, and events or conditions generally affecting the industries in which the Company operates, so long as
such change does not have a disproportionate effect on the Company, or (D) national or international hostilities, acts of terror or acts
of war.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xiv) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xv) In
accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing
the applicable Subsidiaries&rsquo; shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated
capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in
such office or offices as may be necessary or, in the opinion of the Buyers, desirable to perfect the security interests purported to
be created by each Security Document.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xvi) Within
two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral
Agent (i) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its
Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements,
none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security
Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except
as otherwise agreed to in writing by the Collateral Agent shall not show any such Liens (as defined in the Security Documents); and (ii)
a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory
to the Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xvii)
The Company shall have duly executed and delivered to such Buyer one or more lock-up agreements in the form of <B><U>Exhibit G</U></B>
hereof (collectively, the &ldquo;<B>Lock-Up Agreements</B>&rdquo;), by and between the Company and the stockholders listed on <U>Schedule
7(a)(xvii)</U> attached hereto (the &ldquo;<B>Management Stockholders</B>&rdquo;), restricting the sale of certain shares of the Company
held by the Management Stockholders while the Notes remain outstanding as set forth on <U>Schedule 7(a)(xvii)</U> in accordance with the
terms of the Lock-Up Agreements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xviii) The
Company shall have duly executed and delivered to such Buyer the voting agreement in the form of <B><U>Exhibit H</U></B> hereof (the &ldquo;<B>Voting
Agreement</B>&rdquo;), by and between the Company and the stockholders listed on Schedule 7(a)(xviii) attached hereto (the &ldquo;<B>Stockholders</B>&rdquo;)
and the Stockholders shall have duly executed and delivered to such Buyer the Voting Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xix) Such
Buyer shall have received the wire transfer instructions of the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xx) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xxi) The
Company shall have delivered to such Buyer a copy of the fully executed CoreIR Agreement relating to the extinguishment of the $502,000
judgment in consideration for the issuance of shares of Common Stock.</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">8. TERMINATION.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">This Agreement may be terminated
(i) by the mutual consent of each of the Company and the Buyers, (ii) if the Closing shall not have occurred by July 26, 2024 (provided
that no party shall have the right to terminate if they were the proximate cause of the failure to close by such date), or (iii) with
respect to a Buyer, if the Company has breached the terms of this Agreement in a manner that would cause the failure of the conditions
to closing hereunder to be met (and such breach remains uncured after 30 days&rsquo; notice). Upon any termination in accordance with
this Section&nbsp;8 by a Buyer, such party 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, the
abandonment of the sale and purchase of the Notes and Warrants by such Buyer shall be applicable only to such Buyer providing such written
notice, provided further that no such termination by any party 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 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"></P>

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    <!-- Field: /Page -->

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">9. MISCELLANEOUS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a) <U>Governing Law; Jurisdiction;
Jury Trial</U><FONT STYLE="font-size: 10pt"></FONT>. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of&nbsp;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. Each party 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.&nbsp;<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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) <U>Counterparts</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c) <U>Headings; Gender</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d) <U>Severability; Maximum
Payment Amounts</U><FONT STYLE="font-size: 10pt"></FONT>. 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e) <U>Entire Agreement;
Amendments</U><FONT STYLE="font-size: 10pt"></FONT>. 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 shares of 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). 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, 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 Registrable Securities as of such time (excluding any Registrable 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)).</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f) <U>Notices</U><FONT STYLE="font-size: 10pt"></FONT>.
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 electronic
mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party
does not receive an automatically generated message from the recipient&rsquo;s email server that such e-mail could not be delivered to
such recipient); 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 mailing addresses and e-mail addresses for such communications shall be:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">If to the Company:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">SCWorx Corp.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">590 Madison Avenue, 21st Floor</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">New York, New York 10022<BR>
Telephone: (844) 472-9679<BR>
Attention: E-Mail: ckohler@scworx.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">With a copy (for informational purposes only) to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">The Nossiff Law Firm</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">53 Locust St., Unit 1</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Greenwich, CT 06830</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Telephone: (978) 604-4229<BR>
Attention: John G. Nossiff, Esq.<BR>
E-Mail: jnossiff@nossiff-law.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">If to the Transfer Agent:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Transfer Online, Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">512 SE Salmon St.<BR>
Portland, OR 97214</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Telephone: (503) 227-2950<BR>
Attention: Carolyn Hall<BR>
E-Mail: carolyn@transferonline.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">If to a Buyer, to its mailing address and e-mail
address 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">with a copy (for informational purposes only) to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.<BR>
919 3<SUP>rd</SUP> Avenue<BR>
New York, NY 10022<BR>
Telephone: (212) 935-3000<BR>
Attention: Jeffrey P. Schultz, Esq.<BR>
E-mail: jschultz@mintz.com</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">or to such other mailing address and/or e-mail
address 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 change, provided that Mintz shall only be provided copies of notices sent to the lead
Buyer. 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 e-mail containing the time, date and recipient&rsquo;s e-mail or (C) provided by an
overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service
in accordance with clause (i), (ii) or (iii) above, respectively.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g) <U>Successors and Assigns</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h) <U>No Third Party Beneficiaries</U><FONT STYLE="font-size: 10pt"></FONT>.
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)
and the Placement Agent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i) <U>Survival</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j) <U>Further Assurances</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k) <U>Indemnification</U><FONT STYLE="font-size: 10pt"></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), provided however that in no event shall an Indemnitee be entitled to
indemnification or contribution hereunder to the extent that the Indemnified Liabilities arise from the Indemnitee&rsquo;s gross negligence
or willful misconduct. 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. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section&nbsp;9(k)
shall be the same as those set forth in Section&nbsp;6 of the Registration Rights Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l) <U>Construction</U><FONT STYLE="font-size: 10pt"></FONT>.
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 shares of 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m) <U>Remedies</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n) <U>Withdrawal Right</U><FONT STYLE="font-size: 10pt"></FONT>.
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o) <U>Payment Set Aside;
Currency</U><FONT STYLE="font-size: 10pt"></FONT>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p) <U>Judgment Currency</U><FONT STYLE="font-size: 10pt"></FONT>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">(1) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">(2) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q) <U>Independent Nature
of Buyers&rsquo; Obligations and Rights</U><FONT STYLE="font-size: 10pt"></FONT>. 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 each acknowledge
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">[<I>signature pages follow</I>]</P>

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

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

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>COMPANY:</B></FONT></TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>SCWORX CORP.</B></FONT></TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%"> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/S/ Timothy Hannibal</FONT></TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Name:&nbsp;</FONT></TD>
    <TD> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timothy Hannibal</FONT></TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title: </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">CEO</FONT></TD>
    </TR>
  </TABLE>

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

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

<!-- Field: Page; Sequence: 46 -->
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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>BUYER:</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; text-transform: uppercase"><B>IROQUOIS MASTER FUND LTD.</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/S/ Kimberly Page </FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Name:&nbsp; </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Kimberly Page</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title: </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Managing Member, Iroquois<BR>
 Capital Management, LLC</FONT></TD></TR>
  </TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><B>Original Principal Amount
of Notes: $308,000</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>&nbsp;</B></P>




<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<!-- Field: Page; Sequence: 47 -->
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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>&nbsp;</B></P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>BUYER:</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; text-transform: uppercase"><B>Iroquois Capital Investment Group, LLC</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/S/
    Richard Abbe</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Name:&nbsp; </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Richard Abbe</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title: </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Managing Member</FONT></TD></TR>
  </TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><B>Original Principal Amount
of Notes: $269,500</B></P>

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>BUYER:</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Armas Capital Management LLC</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/S/ Justin Pollock </FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Name:&nbsp; </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Justin Pollock</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title: </FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">COO</FONT></TD></TR>
  </TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><B>Original Principal Amount
of Notes: $577,500</B></P>

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">SCHEDULE OF BUYERS</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left; width: 12%">(1)<BR>
Buyer</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 14.5%">(2)<BR>
Address and E-mail Address</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 7%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(3)</B><BR>
                                            <B>Original Principal Amount of Notes</B></P></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 7%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(4)</B><BR>
                                            <B>Aggregate<BR>
                                            Number of<BR> Series A Warrant Shares</B></P></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 7%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(5)</B><BR>
                                            <B>Aggregate<BR>
                                            Number of<BR> Series B Warrant Shares</B></P></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 7%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(6)</B><BR>
                                            <B>Aggregate<BR>
                                            Number of<BR> Series C Warrant Shares</B></P></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 7%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(7)</B><BR>
                                            <B>Purchase Price</B></P></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center; width: 0.5%">&nbsp;</TD><TD STYLE="text-align: center; font-weight: bold; padding-bottom: 1.5pt; width: 0.5%">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center; width: 30%">(8)<BR>
Legal Representative&rsquo;s<BR>
    Address and E-mail Address</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; text-align: left; padding-bottom: 1.5pt">Iroquois Capital Investment Group, LLC</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: left; padding-bottom: 1.5pt">2 Overhill Road, Suite 400 <BR>Scarsdale, NY 10583 <BR>rabbe@icfund.com</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">269,500</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"></TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"></TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"></TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"></TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left; padding-bottom: 1.5pt">Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. <BR>919 3rd Avenue <BR>New York, NY 10022 <BR>Telephone: (212) 935-3000 <BR>Attention: Jeffrey P. Schultz, Esq. <BR>E-mail: jschultz@mintz.com</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="vertical-align: top; text-align: left; padding-bottom: 1.5pt">Iroquois Master Fund Ltd.</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: left; padding-bottom: 1.5pt">2 Overhill Road, Suite 400 Scarsdale, NY 10583 <BR>kpage@icfund.com</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">308,000</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left; padding-bottom: 1.5pt">Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. <BR>919 3rd Avenue <BR>New York, NY 10022 <BR>Telephone: (212) 935-3000 <BR>Attention: Jeffrey P. Schultz, Esq. <BR>E-mail: jschultz@mintz.com</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-style: normal; vertical-align: top; font-weight: normal; text-align: left; padding-bottom: 1.5pt">Armas Capital Management LLC <BR></TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: left; padding-bottom: 1.5pt">521 5th Ave,<BR>New York City, New York, 10175 jpollock@aramascap.com <BR></TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left">$</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: right">577,500</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; font-weight: bold; padding-bottom: 4pt; vertical-align: top">TOTAL</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="text-align: left; padding-bottom: 4pt">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 4pt double; text-align: left">$</TD><TD STYLE="border-bottom: Black 4pt double; text-align: right">1,155,000</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: right">&nbsp;</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="padding-bottom: 4pt">&nbsp;</TD></TR>
  </TABLE>


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

<P STYLE="margin: 0pt 0; font-size: 10pt"></P>

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<P STYLE="margin: 0pt 0; font-size: 10pt"><FONT STYLE="font-style: normal; font-weight: normal">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Schedules to Securities Purchase Agreement</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Schedule 3(a)</B></P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">SCW FL Corp.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Schedule 3(k)</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Late Filings/Failure to satisfy Listing Standard</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The Company&rsquo;s Annual Report on Form 10-K for the year ended December
31, 2023 and its Quarterly Report on Form 10Q for the quarter ended March 31, 2024 were not filed timely. On April 17, 2024 and May 17,
2024,the Nasdaq Stock Market notified the Company that it had failed to satisfy a standard for continued listing, namely Nasdaq Listing
Rule 5250(c)(1), because the Company did not (i) file its Annual Report on Form 10-K by the extended due date of April 15, 2024 and ii)
Quarterly Report on Form 10Q for the quarter ended March 31, 2024 by the due date of May 15, 2024. The Company is working with its independent
registered public accounting firm to complete the audit and review of its financial statements as expeditiously as possible, following
which the Company will promptly file its Annual Report on Form 10-K and its quarterly report on Form 10Q. The Company has notified the
Nasdaq of this plan to rectify the existing filing deficiency.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The Company&rsquo;s current Report on Form 8-K filed May 14, 2024 was
late as it was due May 13, 2024. The Company&rsquo;s Current Report filed June 7, 2024 was due June 6, 2024. The Company&rsquo;s Current
Report filed June 24, 2024 was due June 21, 2024.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Schedule 3(n); Schedule 3(s); Schedule 3(w)</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>CoreIR Arbitration Award</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white">The Company is indebted to a
vendor (CoreIR) pursuant to an arbitration award in the amount of approximately $462,000. The vendor has since obtained a judgment in
the amount of approximately $502,000 (including interest). The Company has agreed to pay the amount of the judgment to the vendor in exchange
for which the vendor has agreed not to enforce its judgment until June 13, 2024. The Company has since entered into a settlement agreement
with the vendor under which it will issue the vendor common shares following the Closing in satisfaction of this obligation. An executed
copy of the settlement agreement has been delivered to the Lead Investor.</FONT></P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white"><B>Schedule 3(r)</B></FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>CoreIR Arbitration Award</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white">The Company is indebted to a
vendor (CoreIR) pursuant to an arbitration award in the amount of approximately $462,000. The vendor has since obtained a judgment in
the amount of approximately $502,000 (including interest). The Company has agreed to pay the amount of the judgment to the vendor in exchange
for which the vendor has agreed not to enforce its judgment until June 13, 2024. The Company has since entered into a settlement agreement
with the vendor under which it will issue the vendor common shares following the Closing in satisfaction of this obligation. An executed
copy of the settlement agreement has been delivered to the Lead Investor.</FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white">The Company has outstanding 39,810
shares of Series A convertible Preferred Stock (face value $10 per share) that is currently convertible into 63,190 shares, based on the
current conversion price of $6.30 per share.</FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white">If the Company issues lower priced
securities, subject to certain exclusions, this conversion price is subject to adjustment downward to the price at which such lower priced
security was issued (an anti-dilution right).</FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white"><B>Schedule 3(x)(i)</B></FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">An independent contractor (&ldquo;Contractor&rdquo;) to Innovative
Data Management systems, a software service provider to the Company, has claimed to have an ownership interest in the Company&rsquo;s
proprietary software. In response to this claim of ownership, the Company supplied documentation to the Contractor which the Company believes
demonstrates the Company&rsquo;s ownership of its software and related intellectual property.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="background-color: white"><B>Schedule </B></FONT><B>3(x)(i)(i)(i)</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Intellectual Property Agreements</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Independent Contractor Agreement between Innovative Data Management
Systems, LLC (&ldquo;IDM&rdquo;) (a service provider) and Todd Bennett (a contractor to IDM), dated March 2, 2015</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Independent Contractor Agreement between Innovative Data Management
Systems, LLC (&ldquo;IDM&rdquo;) (a service provider) and Primrose Solutions LLC (a subsidiary of the Company), dated March 2, 2015</P>

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

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

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">Schedule 4(a)</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">Use of Proceeds</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="font-weight: normal">Indebtedness:
(i) $65,000 to repay the remaining balance of a loan advanced to cover payroll and (ii) $20,000 to pay a balance due under a settlement
agreement.</FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="font-weight: normal">Litigation:
$80,000 to pay the company&rsquo;s former litigation counsel for services rendered </FONT></P>

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



<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

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<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ea020945901ex10-2_scworx.htm
<DESCRIPTION>FORM OF SENIOR SECURED CONVERTIBLE NOTE
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>Exhibit 10.2</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>[FORM OF SENIOR SECURED CONVERTIBLE NOTE]</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><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 18(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-variant: small-caps"><B>SCWorx
Corp.</B></FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-variant: small-caps"><B>Senior
Secured Convertible</B></FONT><B> <FONT STYLE="font-variant: small-caps">Note</FONT></B></P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 55%; font-size: 10pt; text-align: left">Issuance Date:&nbsp;&nbsp;July __, 2024</TD>
    <TD STYLE="text-align: right; width: 45%; font-size: 10pt">Original Principal Amount: U.S. $[&#9679;]</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>FOR VALUE RECEIVED,</B>
SCWorx Corp., a Delaware corporation (the &ldquo;<B>Company</B>&rdquo;), hereby promises to pay to the order of [BUYER] 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, on any
Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), 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, on any Installment Date with respect to the Installment
Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms
hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement
hereof, this &ldquo;<B>Note</B>&rdquo;) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase
Agreement, dated as of July 12, 2024 (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 Secured Convertible
Notes, the &ldquo;<B>Other Notes</B>&rdquo;). Certain capitalized terms used herein are defined in Section 31.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">1. <U>PAYMENTS
OF PRINCIPAL</U>. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such
Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding
any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing all outstanding and unpaid
Principal, Make-Whole Amount, if any, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 24(c)) on
such Principal, Make-Whole Amount, and Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion
of the outstanding Principal, Make-Whole Amount, if any, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal,
Interest and Make-Whole Amount, if any.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2. <U>INTEREST;
INTEREST RATE</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) Interest
on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months
and shall be payable in arrears quarterly on each Interest Date and shall compound each calendar month and shall be payable in accordance
with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section
8 as part of the applicable Installment Amount due on the applicable Installment Date if not paid in cash and (ii) with respect to each
other Interest Date, on such Interest Date in cash.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) Prior
to the payment of Interest on an Interest 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 (the &ldquo;<B>Default
Rate</B>&rdquo;). 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">3. <U>CONVERSION
OF NOTES</U>. At any time 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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 shares of Common Stock upon conversion of any Conversion Amount.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(i) &ldquo;<B>Conversion
Amount</B>&rdquo; means the sum of (x) the 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 any accrued
and unpaid Late Charges with respect to such portion of such Principal and such Interest, and (z) the Make-Whole Amount, if any.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) &ldquo;<B>Conversion
Price</B>&rdquo; means, as of any Conversion Date or other date of determination, $1.43, subject to adjustment as provided herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) <U>Mechanics
of Conversion</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; 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 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> (each, a &ldquo;<B>Conversion Notice</B>&rdquo;)
to the Company. If required by Section 3(c)(iii), within two (2) 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 18(b)). On or before the first (1st)
Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in
the form attached hereto as <U>Exhibit II</U>, of confirmation of receipt of such Conversion Notice 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 (each, an &ldquo;<B>Acknowledgement</B>&rdquo;)
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 Conversion Notice in accordance with the terms herein. On or before the 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 Depository Trust Company&rsquo;s (&ldquo;<B>DTC</B>&rdquo;) Fast Automated Securities
Transfer Program (&ldquo;<B>FAST</B>&rdquo;), 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 FAST, 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 two (2) 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 18(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.
In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment
Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary
contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the
Registration Rights Agreement) and prior to the Holder&rsquo;s receipt of the notice of a Grace Period (as defined in the Registration
Rights Agreement), 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 Registrable Securities (as defined in the Registration Rights Agreement) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) <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, either (I) if the Transfer Agent is not participating in FAST, 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 FAST, 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) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion
Notice (the &ldquo;<B>Unavailable Conversion Shares</B>&rdquo;) is not available for the resale of such Unavailable Conversion Shares
and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify
the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number
of shares of Common Stock to which the Holder is 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 (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>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 2.0% 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 either (A) if the Transfer
Agent is not participating in FAST, 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 FAST, 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 or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market
transaction, stock loan 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 two (2) 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,
stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(iii) <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, Interest and Make-Whole Amount 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;18, subject
to compliance with applicable securities laws, and 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, Make-Whole
Amount 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, Make-Whole Amount 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; 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 23.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d) <U>Limitations
on Conversions</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(i) 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 4.99% (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 and the rules and regulations promulgated thereunder.
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 or 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) <U>Principal
Market Regulation</U>. The Company shall not issue any shares of Common Stock upon conversion, exercise or otherwise pursuant to the terms
of this Note, the Other Notes or the Warrants if the issuance of such shares of Common Stock would exceed the aggregate number of shares
of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of the Notes, the Other Notes or the Warrants
or otherwise pursuant to the terms of this Note without breaching the Company&rsquo;s obligations under the rules or regulations of the
Principal Market (the number of shares which may be issued without violating such rules and regulations, the &ldquo;<B>Exchange Cap</B>&rdquo;),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock upon conversion or exercise (as the case may be)
of the Notes and the Warrants or otherwise pursuant to the terms of this Note in excess of such amount or (B) obtains a written opinion
from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder.
Until such approval or such written opinion is obtained, no Buyer (as defined in the Securities Purchase Agreement) shall be issued in
the aggregate, upon conversion or exercise (as the case may be) of any of Notes or any of the Warrants or otherwise pursuant to the terms
of this Note, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by (ii) the quotient of
(1) the aggregate original principal amount of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing
Date (as defined in the Securities Purchase Agreement) divided by (2) the aggregate original principal amount of all Notes issued to all
the Buyers (as defined in the Securities Purchase Agreement) pursuant to the Securities Purchase Agreement on the Closing Date (with respect
to each Buyer, the &ldquo;<B>Exchange Cap Allocation</B>&rdquo;). In the event that any Buyer shall sell or otherwise transfer any of
such Buyer&rsquo;s Notes, the transferee shall be allocated a pro rata portion of such Buyer&rsquo;s Exchange Cap Allocation with respect
to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to
the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder&rsquo;s Notes
and Warrants, the difference (if any) between such holder&rsquo;s Exchange Cap Allocation and the number of shares of Common Stock actually
issued to such holder upon such holder&rsquo;s conversion in full of such holder&rsquo;s Notes and exercise in full of such Warrants shall
be allocated to the respective Exchange Cap Allocations of the remaining holders of Notes and Warrants on a pro rata basis in proportion
to the shares of Common Stock underlying the Notes and Warrants then held by each such holder. In the event that the Company is prohibited
from issuing shares of Common Stock pursuant to this Section 3(d)(ii) (the &ldquo;<B>Exchange Cap Shares</B>&rdquo;), the Company shall
pay cash (each, an &ldquo;<B>Exchange Cap Share Cancellation Amount</B>&rdquo;) in exchange for the cancellation of such shares of Common
Stock at a price equal to the sum of (i) the product of (x) such number of Exchange Cap 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 Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(ii) 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 Exchange Cap Shares, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(e) <U>Right
of Alternate Conversion Upon an Event of Default</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(i) <U>General</U>.
Subject to Section 3(d), at any time after the occurrence of an Event of Default (regardless of whether such Event of Default has been
cured, or if the Company has delivered an Event of Default Notice to the Holder or if the Holder has delivered an Event of Default Redemption
Notice to the Company or otherwise notified the Company that an Event of Default has occurred), 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) <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;Redemption Premium 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;
provided that in the event of the Conversion Floor Price Condition, on or prior to Share Delivery Deadline with respect to such Alternate
Conversion, the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">4. <U>RIGHTS
UPON EVENT OF DEFAULT</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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
(ix), (x) and (xi) shall constitute a &ldquo;<B>Bankruptcy Event of Default</B>&rdquo;:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(i) the
failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC (as defined
in the Securities Purchase Agreement) on or prior to the date that is five (5) days after the applicable Filing Deadline (as defined in
the Registration Rights Agreement) or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior
to the date that is five (5) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) while
the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,
the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop
order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as
defined in the Registration Rights Agreement) for sale of all of such holder&rsquo;s Registrable Securities in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for more
than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration
Rights Agreement));</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(iii) the
suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on the Principal Market for a period
of five (5) consecutive Trading Days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(iv) 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) written notice 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(v) 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 the sum of (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(vi) the
Company&rsquo;s or any Subsidiary&rsquo;s failure to pay to the Holder any amount of Principal, Interest, Make-Whole Amounts, 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, Make-Whole Amounts 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 if such amounts are being paid in shares of Common Stock or
five (5) days if such amounts are being paid in cash;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(vii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(viii) the
occurrence of any default (after the lapse of any applicable cure periods) under, redemption of or acceleration prior to maturity of at
least an aggregate of $100,000 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, but only if such failure remains uncured for a period of at least five (5) days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ix) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(x) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xi) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xii) a
final judgment or judgments for the payment of money aggregating in excess of $100,000 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 $100,000 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xiii) 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 $100,000 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 $100,0000 , 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, but only if such failure or occurrence remains uncured for a period of at least five
(5) days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xiv) other
than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation or warranty,
or any covenant or other term or condition of any Transaction Document (including, without limitation, the Security Documents), 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) days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xv) a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditions
are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xvi) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Note but only if
such breach or failure remains uncured (if curable) for a period of five (5) days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xvii) any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs and remains in effect for a period of five (5) days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xviii) the
validity or enforceability of any provision of any Transaction Document (including, without limitation, the Security Documents) shall
be contested by the Company or any of its Subsidiaries, or a proceeding shall be commenced by the Company or any Subsidiary 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 (including, without limitation, the Security Documents);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xix) the
Security Documents shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted by
the terms hereof or thereof, first priority Lien on the Collateral (as defined in the Security Agreement) in favor of each of the Secured
Parties (as defined in the Security Agreement) and such breach remains uncured for a period of three (3) Business Days;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xx) any
material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo,
condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or
substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance
could have a Material Adverse Effect;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xxi) any
Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes; or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(xxii) any
breach of the Company&rsquo;s obligations under the Company&rsquo;s agreement with CoreProminence (&ldquo;<B>CoreIR</B>&rdquo;), dated
as of July 12, 2024 (the &ldquo;<B>CoreIR Agreement</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 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, the Holder may require the Company to redeem
(regardless of whether such Event of Default has been cured) 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 shares of 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 4(b), 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 shares of Common Stock pursuant to the terms of this Note.
In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment
Amount(s) relating to the applicable Installment Date(s) following such partial redemption as set forth in the Event of Default Redemption
Notice. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">5. <U>RIGHTS
UPON FUNDAMENTAL TRANSACTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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
5(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 equity 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 15, 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 equity (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 5 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 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 twenty (20) Trading Days after the later of (A) the date of consummation
of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change
of Control, 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 5 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 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 5 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 5(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 5, 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 5(b) (together
with any Late Charges thereon) may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3.
In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment
Amount(s) relating to the applicable Installment Date(s) following the date of partial redemption as set forth in the Change of Control
Redemption Notice. In the event of the Company&rsquo;s redemption of any portion of this Note under this Section 5(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 5(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">6. <U>RIGHTS
UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>Purchase
Rights</U>. In addition to any adjustments pursuant to Section 7 and 15 below, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase shares, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 and with a make-whole amount commensurate with the Make-Whole Amount.
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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">7. <U>RIGHTS
UPON ISSUANCE OF OTHER SECURITIES</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>Adjustment
of Conversion Price upon Issuance of shares of Common Stock</U>. If and whenever on or after the Subscription Date the Company grants,
issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have granted,
issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for
the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, 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 granting, issuance or sale or deemed granting, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(i) <U>Issuance
of Options</U>. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) 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, issuance 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, issuance 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) with respect to any one share of Common Stock
upon the granting, issuance 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 (including,
without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) <U>Issuance
of Convertible Securities</U>. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) 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 (or the time of execution
of such agreement to issue or sell, as applicable) 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 (or
pursuant to the agreement to issue or sell, as applicable) 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) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to
issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,
without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(iii) <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 (including, without limitation, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; 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 reasonably 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 shares of 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 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(v) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <U>Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock</U>. Without limiting any provision of Section&nbsp;6, Section 14
or Section&nbsp;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;6, Section 14 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) <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 electronic mail and overnight courier to the Holder on the date of such agreement and the issuance of such shares of Common
Stock, 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. In addition, from and after the date the Company enters into such agreement or issues any such
Variable Price Securities, for purposes of calculating the Pre-Installment Conversion Price and Installment Conversion Price as of any
time of determination, the &ldquo;Conversion Price&rdquo; as used therein shall mean the lower of (x) the Conversion Price as of such
time of determination and (y) the Variable Price as of such time of determination.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d) <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 shares of 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(e) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(f) <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 shares of Common Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(g) <U>Voluntary
Adjustment by Company</U>. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of
this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt -0.5in; text-indent: 1in">8. <U>INSTALLMENT
CONVERSION OR REDEMPTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>General</U>.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of this
Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section 8 (an &ldquo;<B>Installment
Conversion</B>&rdquo;); <U>provided</U>, <U>however</U>, that the Company may, at its option following notice to the Holder as set forth
below, pay the Installment Amount by redeeming such Installment Amount in cash (a &ldquo;<B>Installment Redemption</B>&rdquo;) or by any
combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable Installment Amount
due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the provisions
of this Section 8. On the date which is the twenty-sixth (26th) Trading Day prior to each Installment Date (each, an &ldquo;<B>Installment
Notice Due Date</B>&rdquo;), the Company shall deliver written notice (each, a &ldquo;<B>Installment Notice</B>&rdquo; and the date all
of the holders receive such notice is referred to as to the &ldquo;<B>Installment Notice Date</B>&rdquo;), to each holder of Notes and
such Installment Notice shall (i) either (A) confirm that the applicable Installment Amount of such holder&rsquo;s Note shall be converted
in whole pursuant to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for
cash in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment
Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to an Installment
Redemption (such amount to be redeemed in cash, the &ldquo;<B>Installment Redemption Amount</B>&rdquo;) and the portion of the applicable
Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment Conversion (such amount
of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred to herein as the &ldquo;<B>Installment
Conversion Amount</B>&rdquo;), which amounts when added together, must at least equal the entire applicable Installment Amount and (ii)
if the applicable Installment Amount is to be paid, in whole or in part, pursuant to an Installment Conversion, certify that there is
not then an Equity Conditions Failure as of the applicable Installment Notice Date. Each Installment Notice shall be irrevocable. If the
Company does not timely deliver an Installment Notice in accordance with this Section 8 with respect to a particular Installment Date,
then the Company shall be deemed to have delivered an irrevocable Installment Notice confirming an Installment Conversion of the entire
Installment Amount payable on such Installment Date and shall be deemed to have certified that there is not then an Equity Conditions
Failure in connection with such Installment Conversion. 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 applicable Installment Notice
Due Date of such shares of Common Stock issuable pursuant to the applicable Installment Notice) after delivery or deemed delivery (as
applicable) of the applicable Installment Notice setting forth an Installment Conversion Amount, the Company shall deliver to the Holder&rsquo;s
account with DTC such number of shares of Common Stock (the &ldquo;<B>Pre-Installment Conversion Shares</B>&rdquo;) equal to the quotient
of (x) such Installment Conversion Amount divided by (y) the Pre-Installment Conversion Price, and as to which the Holder shall be the
owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Installment Notice. Except as expressly provided
in this Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount of this Note pursuant to this Section
8 and the corresponding Installment Amounts of the Other Notes pursuant to the corresponding provisions of the Other Notes in the same
ratio of the applicable Installment Amount being converted and/or redeemed hereunder. The applicable Installment Conversion Amount (whether
set forth in the applicable Installment Notice or by operation of this Section 8) shall be converted in accordance with Section 8(b) and
the applicable Installment Redemption Amount shall be redeemed in accordance with Section 8(c).</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <U>Mechanics
of Installment Conversion</U>. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered an
Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordance
with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if any, shall be
converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such Installment
Date, (A) deliver to the Holder&rsquo;s account with DTC such shares of Common Stock issued upon such conversion (subject to the reduction
contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 8(b)) and (B) in the event
of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment Floor Amount, provided
that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and an Installment Conversion
is not otherwise prohibited under any other provision of this Note. The number of shares of Common Stock to be delivered upon such Installment
Conversion shall be reduced by the number of any Pre-Installment Conversion Shares delivered in connection with such Installment Date.
If an Event of Default occurs during any applicable Equity Conditions Measuring Period, then, at the option of the Holder designated in
writing to the Company, either (i) the Holder shall return to the Company all, or any part, of such Pre-Installment Conversion Shares
delivered in connection with the applicable Installment Date or (ii) the Conversion Amount used to calculate the Event of Default Redemption
Price shall be reduced by the product of (x) the Installment Conversion Amount applicable to such Installment Date (as adjusted downward
proportionally with respect to any Pre-Installment Conversion Shares returned to the Company pursuant to clause (i) above) multiplied
by (y) the Conversion Share Ratio. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion
of the applicable Installment Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable
Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied
by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any time through
the applicable Installment Date (the &ldquo;<B>Interim Installment Period</B>&rdquo;), the Company shall provide the Holder a subsequent
notice to that effect. If there is an Equity Conditions Failure (which is not waived in writing by the Holder) during such Interim Installment
Period or an Installment Conversion is not otherwise permitted under any other provision of this Note, then, at the option of the Holder
designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (i) the Company shall
redeem all or any part designated by the Holder of the unconverted Installment Conversion Amount (such designated amount is referred to
as the &ldquo;<B>Designated Redemption Amount</B>&rdquo;) and the Company shall pay to the Holder within two (2) Business Days of such
Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 125% of such Designated Redemption Amount,
and/or (ii) the Installment Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted
Installment Conversion Amount and the Holder shall be entitled to all the rights of a holder of this Note with respect to such designated
part of the Installment Conversion Amount; provided, however, the Conversion Price for such designated part of such unconverted Installment
Conversion Amount shall thereafter be adjusted to equal the lesser of (A) the Installment Conversion Price as in effect on the date on
which the Holder voided the Installment Conversion and (B) the Installment Conversion Price that would be in effect on the date on which
the Holder delivers a Conversion Notice relating thereto as if such date was an Installment Date. In addition, if any of the Equity Conditions
are not satisfied (or waived in writing by the Holder) on such Installment Date or an Installment Conversion is not otherwise permitted
under any other provision of this Note, then, at the Holder&rsquo;s option, either (I) the Holder shall return any Pre-Installment Conversion
Shares delivered in connection with the applicable Installment Date or (II) the applicable Designated Redemption Amount shall be reduced
by the product of (X) the Installment Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion Share Ratio.
If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following the applicable Installment Date by payment
of such amount by such date, then the Holder shall have the rights set forth in Section 11(a) as if the Company failed to pay the applicable
Installment Redemption Price (as defined below) and all other rights under this Note (including, without limitation, such failure constituting
an Event of Default described in Section 4(a)(vi)). Notwithstanding anything to the contrary in this Section 8(b), but subject to 3(d),
until the Company delivers shares of Common Stock representing the Installment Conversion Amount to the Holder, the Installment Conversion
Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3. In the event that the Holder elects to convert
the Installment Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment
Conversion Amount so converted shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set
forth in the applicable Conversion Notice. Notwithstanding anything herein to the contrary, if, with respect to an Installment Date, the
number of Pre-Installment Conversion Shares delivered to the Holder exceeds the number of Post-Installment Conversion Shares with respect
to such Installment Date, then the Holder shall be entitled to keep any such excess as additional interest with respect to such Installment
Amount due on such Installment Date. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery
of any shares of Common Stock in any Installment Conversion hereunder.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) <U>Mechanics
of Installment Redemption</U>. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance
with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment
Date by wire transfer to the Holder of immediately available funds in an amount equal to 107% of the applicable Installment Redemption
Amount (the &ldquo;<B>Installment Redemption Price</B>&rdquo;). If the Company fails to redeem such Installment Redemption Amount on such
Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated in writing to the Company
(any such designation shall be a &ldquo;<B>Conversion Notice</B>&rdquo; for purposes of this Note), the Holder may require the Company
to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as of the date of such
designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made in accordance with the
provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to Section 3(d), until the Installment
Redemption Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount (together with any Late Charges
thereon) may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3. In the event the Holder
elects to convert all or any portion of the Installment Redemption Amount prior to the applicable Installment Date as set forth in the
immediately preceding sentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts relating
to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this Section 8(c) shall
be made in accordance with the provisions of Section 11.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d) <U>Deferred
Installment Amount</U>. Notwithstanding any provision of this Section 8(d) to the contrary, if the Company delivers an Installment Notice
and confirms, or is deemed to have delivered and confirmed, in whole or in part, an Installment Conversion in accordance with Section
8(a) (each such applicable Installment Date, a &ldquo;<B>Current Installment Date</B>&rdquo;), the Holder may, at its option and in its
sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable Installment
Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date deferred (such amount
deferred, the &ldquo;<B>Deferral Amount</B>&rdquo;, and such deferral, each a &ldquo;<B>Deferral</B>&rdquo;) until any subsequent Installment
Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part of, such subsequent
Installment Amount and such Deferral Amount shall continue to accrue Interest hereunder. Any notice delivered by the Holder pursuant to
this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable. Notwithstanding
anything to the contrary in this Section 8(d), with respect to each period commencing on an Installment Notice Due Date (the &ldquo;<B>Current
Installment Notice Due Date</B>&rdquo;) and ending on the Trading Day immediately prior to the next Installment Notice Due Date (each,
a &ldquo;<B>Deferral Measuring Period</B>&rdquo;), (x) the Holder may not elect to effect an Deferral (the &ldquo;<B>Current Deferral</B>&rdquo;,
and such date of determination, the &ldquo;<B>Current Deferral Determination Date</B>&rdquo;) during such Deferral Measuring Period if
(x) the Holder has elected to effect Deferrals in five (5) or more prior Deferral Measuring Periods (such maximum number of Deferrals
subject to increase, from time to time, at the option of the Company) or (y) any Deferral Amount is outstanding as of such Current Deferral
Determination Date.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(e) <U>Acceleration
of Installment Amounts</U>. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d), if the Company
delivers an Installment Notice and confirms, or is deemed to have delivered and confirmed, in whole or in part, an Installment Conversion
in accordance with Section 8(a), during the period commencing on the Installment Notice Due Date immediately prior to such applicable
Current Installment Date and ending on the Trading Day immediately prior to the next Installment Date (each, an &ldquo;<B>Installment
Period</B>&rdquo;), the Holder may elect, at its option and in its sole discretion, at one or more times in such Installment Period, either
(x) if such election is made prior to second (2nd) Trading Day immediately prior to such Current Installment Date (each, a &ldquo;<B>Pre-Delivery
Acceleration Expiration Date</B>&rdquo;), to increase the Installment Conversion Amount (and related Installment Amount) with respect
to such Current Installment Date in which case, such Acceleration Amount(s) (as defined below) shall be added to, and become part of,
the Installment Amount as such Installment Amount may have been increased pursuant to the terms hereof, payable on such applicable Installment
Date by including such Acceleration Amount(s) in the Installment Amount for the applicable Installment Date and shall be payable in shares
of Common Stock by including such Acceleration Amount(s) in the Installment Conversion Amount for the applicable Installment Date and
(y) if such election is made on or after the Pre-Delivery Acceleration Expiration Date, to convert other Installment Amounts as of such
election date (each, an &ldquo;<B>Acceleration</B>&rdquo;, and each such amount of acceleration or conversion, as applicable, an &ldquo;<B>Acceleration
Amount</B>&rdquo;, and each such election date, an &ldquo;<B>Acceleration Date</B>&rdquo;), in whole or in part, at the Installment Conversion
Price of such Current Installment Date (with &ldquo;Installment Conversion Price&rdquo; replacing &ldquo;Conversion Price&rdquo; and the
&ldquo;Acceleration Date&rdquo; replacing &ldquo;Conversion Date&rdquo; for all purposes hereunder with respect to such Acceleration)
in accordance with the conversion procedures set forth in Section 3 hereunder, <I>mutatis mutandis; </I>provided, that if a Conversion
Floor Price Condition exists with respect to such Acceleration Date, with each Acceleration the Company shall also deliver to the Holder
the Acceleration Floor Amount on the applicable Share Delivery Deadline. Any such notice delivered by the Holder (each, an &ldquo;<B>Acceleration
Notice</B>&rdquo;) shall set forth (i) the Acceleration Amount(s) which may be with respect to one or more Installment Amounts, (ii) the
applicable Current Installment Date and (iii) the date that such Acceleration Amount(s) should have been paid if not for the Holder&rsquo;s
right to accelerate such Installment Amount(s) pursuant to this Section 8(e). To the extent more than one Installment Period exists as
of an Acceleration Date, the Holder shall also elect in such Acceleration Notice which Pre-Installment Conversion Price or Installment
Conversion Price, as applicable, that shall apply with respect to such Acceleration. The Company shall deliver Pre-Installment Conversion
Shares to the Holder with respect to any Acceleration occurring prior to the Pre-Delivery Acceleration Expiration Date related to, and
based on the same Pre-Installment Conversion Price as, the Current Installment Date attributable to such Acceleration as soon as commercially
practicable after the applicable Acceleration Date, but no later than the second (2<SUP>nd</SUP>) Trading Day after such Acceleration
Date. Subject to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Acceleration Amount to the
Holder, such Acceleration Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to
this Section 8(e). Notwithstanding anything to the contrary in this Section 8(e), with respect to each period commencing on an Installment
Notice Due Date (the &ldquo;<B>Current Installment Notice Due Date</B>&rdquo;) and ending on the Trading Day immediately prior to the
next Installment Notice Due Date (each, an &ldquo;<B>Acceleration Measuring Period</B>&rdquo;), (x) the Holder may not elect to effect
an Acceleration (the &ldquo;<B>Current Acceleration</B>&rdquo;, and such date of determination, the &ldquo;<B>Current Acceleration Determination
Date</B>&rdquo;). For clarity, any Acceleration Amount shall be applied to the Installment Conversions in inverse order from the Maturity
Date unless otherwise indicated by the Holder. Notwithstanding anything to the contrary contained herein, each Holder and the Company
may also mutually agree to accelerate one or more Installment Amounts on such terms and conditions as they mutually agree, provided that
in no event shall any such Acceleration Amount be payable in shares of Common Stock at an Installment Conversion Price of less than the
then current Floor Price.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">9. <U>NONCIRCUMVENTION</U>.
Except to the extent waived or consented to by the Holder, the Company hereby covenants and agrees that the Company will not, by amendment
of its Certificate 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>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>Reservation</U>.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock
as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate Conversions
and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain
outstanding until the Maturity Date) at the Floor Price (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <U>Insufficient
Authorized Shares</U>. If, notwithstanding Section 10(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 shares of 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(b); 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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">11. <U>REDEMPTIONS</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>Mechanics</U>.
If the Holder delivers an Event of Default Redemption Notice, 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 Installment Redemption Price to the Holder in cash on the applicable
Installment 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 18(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
18(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) the greater of (x) the Floor Price and (y) 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) the greater of (x) the Floor Price and (y) 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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 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 two (2) 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 two (2)
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, make-whole amounts 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">12. <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,
the Delaware General Corporation Law) and as expressly provided in this Note.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">13. <U>COVENANTS</U>.
Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 the Indebtedness evidenced by this Note and the Other Notes).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d) <U>Restricted
Payments and Investments</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 or make any
Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(e) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(f) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(g) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(h) <U>Change
in Nature of Business</U>.&nbsp;&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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(j) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(k) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(l) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; 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 transactions 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(n) <U>Restricted
Issuances</U>. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(o) <U>New
Subsidiaries</U>. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary
to execute, and deliver to each holder of Notes, all applicable documents, instruments, agreements and certificates under the Security
Documents (as defined in the Securities Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable.
The Company shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary that is reasonably satisfactory to
the Collateral Agent and the Required Holders covering such legal matters with respect to such New Subsidiary becoming a guarantor of
the Company&rsquo;s obligations, executing and delivering the Security Document and any other matters that the Collateral Agent or the
Required Holders may reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the Collateral Agent,
each of the physical stock certificates of such New Subsidiary, along with undated stock powers for each such certificates, executed in
blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral
Agent and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected by the
Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local or foreign
law that may be applicable).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(p) <U>Change
in Collateral; Collateral Records</U>. The Company shall (i) give the Collateral Agent not less than thirty (30) days&rsquo; prior written
notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations set forth in the
Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and with respect to which the Collateral Agent has filed
financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient detail,
of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) upon
the request of Collateral Agent, execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent
for the benefit of the Holder and holders of the Other Notes from time to time, solely for the Collateral Agent&rsquo;s convenience in
maintaining a record of Collateral, such written statements and schedules as the Collateral Agent or any Holder may reasonably require,
designating, identifying or describing the Collateral.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(q) <U>Stay,
Extension and Usury Laws</U>. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted
or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any
such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder
by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(r) <U>Taxes</U>.
The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related
interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon
their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except
where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).
The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure
to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding
the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain
adequate reserves therefor in accordance with GAAP.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(s) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(t) <U>CoreIR
Agreement</U>. The Company shall not amend, modify, waive or terminate any provision of the CoreIR Agreement without the prior written
consent of the Required Holders, and the Company shall enforce the provisions of the CoreIR Agreement in accordance with its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt -0.5in; text-indent: 1in">14. <U>SECURITY</U>. This Note and the Other
Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the
Security Agreement and the other Security Documents).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt -0.5in; text-indent: 1in">15. <U>DISTRIBUTION
OF ASSETS</U>. In addition to any adjustments pursuant to Sections 6 and 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 shares
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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">16. <U>AMENDING
THE TERMS OF THIS NOTE</U>. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior written
consent of the Holder shall be required for any change, waiver or amendment to this Note. No waiver to this Note shall be effective unless
it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders (as defined in the
Securities Purchase Agreement) may waive any provision of the Notes, and any waiver of any provision of this Note made in conformity with
the provisions of this Section 16 shall be binding on all Holders of Notes, provided that no such waiver shall be effective to the extent
that it (1) applies to less than all of the holders of the Notes then outstanding (unless a party gives a waiver as to itself only) or
(2) imposes any obligation or liability on any Holder without such Holder&rsquo;s prior written consent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">17. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">18. <U>REISSUANCE
OF THIS NOTE</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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 18(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 18(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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 18(d)) representing the outstanding Principal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) <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 18(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d) <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 18(a) or Section 18(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, Make-Whole Amount, if any, and Late Charges on the Principal, Make-Whole Amount, if any,
and Interest of this Note, from the Issuance Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">19. <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. No failure on the part of the Holder to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall
not be deemed to be an election of Holder&rsquo;s rights or remedies under such documents or at law or equity. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">20. <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, reasonable 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">21. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">22. <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 22 shall permit any waiver of any
provision of Section 3(d).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">23. <U>DISPUTE
RESOLUTION</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <U>Submission
to Dispute Resolution</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; 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 Installment Conversion Price, a Pre-Installment
Conversion Price, an Alternate Conversion Price, a Make-Whole Amount, 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 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 Installment Conversion Price, such Pre-Installment Conversion Price, such Alternate Conversion Price, such Make-Whole
Amount, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">(ii) 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 23 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">(iii) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <U>Miscellaneous</U>.
The Company expressly acknowledges and agrees that (i) this Section 23 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 23, (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 23
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 23 and (v) nothing in this Section 23 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 23).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">24. <U>NOTICES;
CURRENCY; PAYMENTS</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) <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 therefor. 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 shares, warrants, securities or
other property to holders 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">25. <U>CANCELLATION</U>.
After all Principal, accrued Interest, Make-Whole Amount, 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">26. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">27. <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 23 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 23. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">28. <U>JUDGMENT
CURRENCY</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) 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 28 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: 0.75in">(ii) 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 28(a)(ii) being hereinafter referred to as the &ldquo;<B>Judgment Conversion Date</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) If
in the case of any proceeding in the court of any jurisdiction referred to in Section 28(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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">29. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">30. <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">31. <U>CERTAIN
DEFINITIONS</U>. For purposes of this Note, the following terms shall have the following meanings:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(a) &ldquo;<B>1933
Act</B>&rdquo; means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(b) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(c) &ldquo;<B>Acceleration
Floor Amount</B>&rdquo; means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions
delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price
that the Common Stock trades at on the Trading Day immediately preceding the relevant Acceleration Date with respect to such Acceleration
and (II) the applicable Installment Conversion Price of such Acceleration Date and (B) the difference obtained by subtracting (I) the
number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to
such Acceleration from (II) the quotient obtain by dividing (x) the applicable Acceleration Amount that the Holder has elected to be the
subject of the applicable Acceleration, by (y) the applicable Installment Conversion Price of such Acceleration Date without giving effect
to clause (x) of such definition or clause (x) of the definition of the Installment Conversion Price, as applicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(d)
&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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(e) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(f) &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, and (ii) the greater of (x) the
Floor Price and (y) 80% of the price computed as the quotient of (I) the sum of the closing prices of the Common Stock for each of the
three (3) Trading Days with the lowest closing prices of the Common Stock during the twenty (20) consecutive Trading Day period ending
and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (II)
three (3) (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(g) &ldquo;<B>Alternate
Conversion Floor Amount</B>&rdquo; means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to
wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the VWAP on the
day the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number of shares of Common
Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion
from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable
Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(h)
&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 Common Stock and standard options to purchase shares of 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(i) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(j) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(k) &ldquo;<B>Bloomberg</B>&rdquo;
means Bloomberg, L.P.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(l) &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; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo;&nbsp; or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(m) &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 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(n) &ldquo;<B>Change
of Control Redemption Premium</B>&rdquo; means 125%.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(o) &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 Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices). 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 23. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(p) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(q) &ldquo;<B>Conversion
Floor Price Condition</B>&rdquo; means that the relevant Alternate Conversion Price, Acceleration Conversion Price (including any Installment
Conversion Price referred to therein) or Installment Conversion Price, as applicable, is being determined based on clause (x) of such
definitions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(r)
&ldquo;<B>Conversion Installment Floor Amount</B>&rdquo; means an amount in cash, to be delivered by wire transfer of immediately available
funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A)
the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Installment
Date and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common
Stock delivered (or to be delivered) to the Holder on the applicable Installment Date with respect to such Installment Conversion from
(II) the quotient obtain by dividing (x) the applicable Installment Amount subject to such Installment Conversion, by (y) the applicable
Installment Conversion Price without giving effect to clause (x) of such definition.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(s)
&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 capital stock resulting from a reclassification of such common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(t) &ldquo;<B>Conversion
Share Ratio</B>&rdquo; means as to any applicable Installment Date, the quotient of (i) the number of Pre-Installment Conversion Shares
delivered in connection with such Installment Date divided by (ii) the number of Post-Installment Conversion Shares applicable to such
Installment Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(u) &ldquo;<B>Convertible
Securities</B>&rdquo; means any shares 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(v)
&ldquo;<B>Eligible Market</B>&rdquo; means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market or the Principal Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(w) &ldquo;<B>Equity
Conditions</B>&rdquo; means, with respect to any given date of determination: (i) on each day during the period beginning thirty calendar
days prior to such applicable date of determination and ending on and including such applicable date of determination either (x) one or
more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the prospectus contained therein
shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously sold
pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection with the event
requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable, in the event requiring
this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion set forth herein))
(each, a &ldquo;<B>Required Minimum Securities Amount</B>&rdquo;), in each case, in accordance with the terms of the Registration Rights
Agreement and there shall not have been during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y)
all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement) without the
need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of
the Notes, other issuance of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information Failure
(as defined in the Registration Rights Agreement) exists or is continuing; (ii) on each day during the period beginning thirty calendar
days prior to the applicable date of determination and ending on and including the applicable date of determination (the &ldquo;<B>Equity
Conditions Measuring Period</B>&rdquo;), the Common Stock (including all Registrable Securities) is listed or designated for quotation
(as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of
not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor
shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving
effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A)
a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market
on which the Common Stock is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring Period,
the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section
3 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction
Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion
of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d)
hereof; (v) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion
of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set
forth herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then
listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required
to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available
for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration
Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance
of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information Failure exists or is continuing;
(viii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public information provided
to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents
or the like; (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with
each, and shall not have breached any representation or warranty in any material respect (other than representations or warranties subject
to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any
Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction
Document; (x) on each Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume Failure or Price
Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall
exist or be continuing and the applicable Required Minimum Securities Amount of shares of Common Stock are available under the certificate
of incorporation of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be
issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without
resulting in an Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred
and there shall not exist an Event of Default or an event that with the passage of time or giving of notice would constitute an Event
of Default; (xiii) no bone fide dispute shall exist, by and between any of holder of Notes or Warrants, the Company, the Principal Market
(or such applicable Eligible Market in which the Common Stock of the Company is then principally trading) and/or FINRA with respect to
any term or provision of any Note or any other Transaction Document and (xiv) the shares of Common Stock issuable pursuant the event requiring
the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(x) &ldquo;<B>Equity
Conditions Failure</B>&rdquo; means that on any day during the period commencing twenty (20) Trading Days prior to the Installment Notice
Date through the later of the applicable Installment Date and the date on which the applicable shares of Common Stock are actually delivered
to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).</P>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(y) &ldquo;<B>Event
Market Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the lowest VWAP during the period commencing seven (7)
consecutive Trading Days immediately preceding and the seven (7) consecutive Trading Days immediately following the Stock Combination
Event Date. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(z) &ldquo;<B>Excluded
Securities</B>&rdquo; means (i) shares of Common Stock or standard options to purchase shares of Common Stock issued or issuable to directors,
officers, employees, or other services providers of 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 awards) after
the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the shares of Common Stock issued and
outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered and none of such
options are amended to increase the number of shares issuable thereunder or extend the terms of such options; (ii) shares of Common Stock
issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase shares of 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 shares of Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other
than standard options to purchase shares of 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
or Options (other than standard options to purchase shares of 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), (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), (v) securities issued as consideration for the acquisition of another entity
by the Company by merger, purchase of substantially all of the assets or other reorganization or bona fide joint venture agreement, provided
that such issuance is approved by the majority of the disinterested directors of the Company and provided that such securities are issued
as &ldquo;restricted securities&rdquo; (as defined in Rule 144) and carry no registration rights that require or permit the filing of
any registration statement in connection therewith and such issuance does not, in the aggregate, exceed more than 5% of the shares of
Common Stock issued and outstanding immediately prior to the Subscription Date, and (vi) shares of Common Stock issued or issuable pursuant
to the CoreIR Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(aa) &ldquo;<B>Floor
Price</B>&rdquo; means the lower of (x) $0.292 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations
or other similar events ) and (y) 20% of the &ldquo;Minimum Price&rdquo; (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market)
on the Stockholder Approval Date (as defined in the Purchase Agreement) (subject to adjustment for stock splits, stock dividends, stock
combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Principal
Market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(bb)  &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 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 shares of 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 stockholders of the Company
to surrender their shares of Common Stock without approval of the stockholders 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(cc)  &ldquo;<B>GAAP</B>&rdquo;
means United States generally accepted accounting principles, consistently applied.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(dd) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ee) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ff)  &ldquo;<B>Indebtedness</B>&rdquo;
shall have the meaning ascribed to such term in the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(gg)  &ldquo;<B>Installment
Amount</B>&rdquo; means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the quotient
of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided by (II) the number of Installment
Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations, redemptions or conversions
hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii)
with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment
Date (in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption
or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith,
(C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance therewith and (D)
in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of such Installment Date under this Note,
if any, the applicable Make-Whole Amount with respect to such Installment Amount, if any, and accrued and unpaid Late Charges, if any,
under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee
shall be allocated a pro rata portion of each unpaid Installment Amount hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(hh) &ldquo;<B>Installment
Conversion Price</B>&rdquo; means, with respect to a particular date of determination, the lowest of (i) the Conversion Price then in
effect, and (ii) the greater of (x) the Floor Price and (y) 80% of the quotient of (A) the sum of the closing prices of the shares of
Common Stock for each of the three (3) Trading Days with the lowest closing prices of the shares of Common Stock during the twenty (20)
consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable Installment Date, divided by (B)
three (3). All such determinations to be appropriately adjusted for any share split, share dividend, stock combination or other similar
transaction during any such measuring period.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ii) &ldquo;<B>Installment
Date</B>&rdquo; means (i) the earlier of (A) 30 days after the effective date of the Registration Statement or (B) 60 days after the Company
has filed its Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Report on Form 10-Q for the three months
ended March 31, 2024 and its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024, (ii) thereafter, the first
Trading Day of the calendar month immediately following the previous Installment Date until the Maturity Date, and (iii) the Maturity
Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(jj) &ldquo;<B>Interest
Date</B>&rdquo; means (x) if after the Maturity Date, the first Trading Day following the Maturity Date or (y) if on or prior to the Maturity
Date, January 1, April 1, July 1 and October 1 of each year.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(kk) &ldquo;<B>Interest
Rate</B>&rdquo; means ten percent (10.0%) per annum, as may be adjusted from time to time in accordance with Section 2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ll) &ldquo;<B>Investment</B>&rdquo;
means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,
advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the
purchase of any assets of another Person for greater than the fair market value of such assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(mm) &ldquo;<B>Make-Whole
Amount</B>&rdquo; means, as of any given date and as applicable, in connection with any conversion, redemption or other repayment hereunder,
an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate then in effect assuming for
calculation purposes that the Principal of this Note as of the Closing Date remained outstanding through and including the Maturity Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(nn) &ldquo;<B>Maturity
Date</B>&rdquo; shall mean the earlier of (i) January 15, 2025, if the Company (x) has not filed its Annual Report on Form 10-K for the
year ended December 31, 2023, its Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and its Quarterly Report on
Form 10-Q for the three and six months ended June 30, 2024 or (y) is not in compliance with Nasdaq&rsquo;s continued listing standards;
and (ii) December 31, 2025; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 67.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 67.5pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 67.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(oo) &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;New
Subsidiaries&rdquo;.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(pp) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(qq) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(rr) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ss) &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), which includes an obligation
to CoreIR in the amount of $502,000 which shall be extinguished on the Closing Date pursuant to the CoreIR Agreement and (viii) Liens
with respect to the Permitted Indebtedness.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(tt) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(uu) &ldquo;<B>Post-Installment
Conversion Shares</B>&rdquo; means that number of shares of Common Stock that would be required to be delivered pursuant to Section 8
on an applicable Installment Date without taking into account the delivery of any Pre-Installment Conversion Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(vv) &ldquo;<B>Pre-Installment
Conversion Price</B>&rdquo; means, with respect to a particular date of determination, the lowest of (i) the Conversion Price then in
effect, and (ii) the greater of (x) the Floor Price and (y) 80% of the quotient of (A) the sum of the closing prices of the Common Stock
for each of the three (3) Trading Days with the lowest closing prices of the Common Stock during the twenty (20) consecutive Trading Day
period ending and including the Trading Day immediately preceding the date of the delivery or deemed delivery of the applicable Installment
Notice, divided by (B) three (3). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination
or other similar transaction during any such measuring period.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ww) <B>&ldquo;Price
Failure</B>&rdquo; means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the
twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price
(as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the
Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during any such measuring period.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(xx) &ldquo;<B>Principal
Market</B>&rdquo; means the Nasdaq Capital Market (or, if the shares of Common Stock are not listed on the Nasdaq Capital Market and are
listed on one or more Eligible Markets, the primary Eligible Market in which the shares of Common Stock are then listed).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(yy) &ldquo;<B>Redemption
Notices</B>&rdquo; means, collectively, the Event of Default Redemption Notices, the Installment Notices with respect to any Installment
Redemption, and the Change of Control Redemption Notices, and each of the foregoing, individually, a &ldquo;<B>Redemption Notice</B>.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(zz) &ldquo;<B>Redemption
Premium</B>&rdquo; means 125%.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(aaa) &ldquo;<B>Redemption
Prices</B>&rdquo; means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices and the Installment
Redemption Prices, and each of the foregoing, individually, a &ldquo;<B>Redemption Price</B>.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(bbb) &ldquo;<B>Registration
Rights Agreement</B>&rdquo; means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the initial holders of the Notes relating to, among other things, the registration of the resale of the shares of Common Stock issuable
upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the Warrants, as may be amended from time
to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ccc) &ldquo;<B>SEC</B>&rdquo;
means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ddd) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(eee)  &ldquo;<B>Subscription
Date</B>&rdquo; means July 12, 2024.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(fff) &ldquo;<B>Subsidiaries</B>&rdquo;
shall have the meaning as set forth in the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(ggg) <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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(hhh)  &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(iii) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(jjj) &ldquo;<B>Volume
Failure</B>&rdquo; means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on
Bloomberg) of the Common Stock on the Principal Market on any two consecutive Trading Days during the twenty (20) Trading Day period ending
on the Trading Day immediately preceding such date of determination (such period, the &ldquo;<B>Volume Failure Measuring Period</B>&rdquo;),
is less than $10,000.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(kkk) &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 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its &ldquo;VAP&rdquo; function (set to 09:30 start time and 16:00 end time) 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 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). 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 23. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 0.5in">(lll) &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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">32. <U>DISCLOSURE</U>.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) 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 on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, 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 explicitly in writing in such notice (or immediately upon receipt
of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the
Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the
notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">33. <U>ABSENCE
OF TRADING AND DISCLOSURE RESTRICTIONS</U>. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company
and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain
from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an
officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,
written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may
possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information
to any third party.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[<I>signature page follows</I>]</P>

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


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

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3"><B>SCWORX CORP.</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: left">By:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; text-align: left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="text-align: left; width: 4%">&nbsp;</TD>
    <TD STYLE="text-align: left; width: 6%">Name:</TD>
    <TD STYLE="text-align: left; width: 30%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">Title:</TD>
    <TD STYLE="text-align: left">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><I>Senior Convertible Note - Signature Page</I></P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>EXHIBIT
I</B></FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCWORX CORP.<BR>
CONVERSION NOTICE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Reference is made to the Senior
Convertible Note (the &ldquo;<B>Note</B>&rdquo;) issued to the undersigned by <B>SCWORX CORP.</B>, a Delaware 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>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 26%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">Date of Conversion:</P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 24%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 50%">&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.75in; width: 49%">Aggregate Principal to be converted:</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 49%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.75in">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.75in">Aggregate accrued and unpaid Interest, Make-Whole Amount and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest and Aggregate Make-Whole Amount to be converted:</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.75in">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.5in">AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.5in">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>Please confirm the following information:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.5in">Conversion Price:</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 0.5in">Number of shares of Common Stock to be issued:</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>Installment Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; width: 0.5in">&#9744;</TD>
    <TD STYLE="text-align: left">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:____________</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&#9744;</TD>
    <TD STYLE="text-align: left">If this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use _________ as the Pre-Installment Conversion Price or Installment Conversion Price (as applicable) related to the following Installment </TD>
    </TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="margin: 0"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; width: 8%">&nbsp;</TD>
    <TD STYLE="text-align: left; width: 6%">Date:____________</TD>
    <TD STYLE="width: 86%">&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0pt; margin-bottom: 0pt">Please issue the shares of Common Stock into which the Note is being converted <FONT STYLE="font-size: 10pt">to Holder, or for its benefit, </FONT>as follows: </P>



<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.6in">&#9744;</TD>
    <TD>Check here if requesting delivery as a certificate to the following name and to the following address:</TD>
    </TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"><TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="text-align: left; width: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.6in">Issue&nbsp;to:</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
</TR><TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: left">
<TD STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD></TR>
     </TABLE>



<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.6in">&#9744;</TD>
    <TD>Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.5in"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="white-space: nowrap; width: 1in"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">DTC Participant:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="white-space: nowrap"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">DTC Number:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Account Number:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2">Date: <U>_____________</U>&nbsp;<U>__</U>,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 10%">&nbsp;</TD>
    <TD STYLE="width: 26%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2">Name of Registered Holder</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>By:</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Name:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Title:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Tax&nbsp;ID:<U>_____________________</U></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2">E-mail Address:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Exhibit II</B></P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P></TD>
    <TD COLSPAN="3"><B>SCWORX CORP.</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 6%">&nbsp;</TD>
    <TD STYLE="width: 30%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">By:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; text-align: left">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left"></TD>
    <TD STYLE="text-align: left">Name:</TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">Title:</TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

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

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

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

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<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ea020945901ex10-3_scworx.htm
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0; text-align: right"><B>Exhibit 10.3</B></P>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">REGISTRATION RIGHTS AGREEMENT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">This <B>REGISTRATION RIGHTS
AGREEMENT</B> (this &ldquo;<B>Agreement</B>&rdquo;), dated as of July 12, 2024, is by and among SCWorx Corp., a Delaware corporation (the
&ldquo;<B>Company</B>&rdquo;), and the undersigned investors under the Securities Purchase Agreement and the Claimant under the Settlement
Agreement (each sometimes individually referred to as a &ldquo;<B>Buyer</B>,&rdquo; and collectively, the &ldquo;<B>Buyers</B>&rdquo;).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>RECITALS</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">A.   In
connection with the Securities Purchase Agreement by and among the parties thereto, dated as of July 12, 2024 (the &ldquo;<B>Securities
Purchase Agreement</B>&rdquo;), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,
to issue and sell to each Buyer (i) the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion
Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes and (ii) the Warrants (as defined in
the Securities Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in the Securities Purchase Agreement)
in accordance with the terms of the Warrants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">B.   In
connection with the Confidential Settlement Agreement and Release by and between the parties thereto, dated as of July 12, 2024 (the &ldquo;<B>Settlement
Agreement</B>&rdquo;), the Company has agreed, upon the terms and subject to the conditions of the Settlement Agreement, to issue and
sell to CorProminence, LLC, d/b/a Core IR (the &ldquo;<B>Claimant</B>&rdquo;) (i) the Original Shares (as defined in the Settlement Agreement)
and (ii) the True-Up Shares (as defined in the Settlement Agreement) .</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">C.   To
induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement and the Settlement Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the &ldquo;<B>1933 Act</B>&rdquo;), and applicable state securities laws.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>AGREEMENT</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>NOW, THEREFORE,</B> 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 of the Buyers hereby agree as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">1.   <U>Definitions.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement or the Settlement Agreement,
as applicable. As used in this Agreement, the following terms shall have the following meanings:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   &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; <FONT STYLE="background-color: white"><U>provided</U>, <U>however</U>, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to &ldquo;stay at home&rdquo;, &ldquo;shelter-in-place&rdquo;,
&ldquo;non-essential employee&rdquo; or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="background-color: white">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="background-color: white"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   &ldquo;<B>Closing
Date</B>&rdquo; shall have the meaning set forth in the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   &ldquo;<B>Effective
Date</B>&rdquo; means the date that the applicable Registration Statement has been declared effective by the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)   &ldquo;<B>Effectiveness
Deadline</B>&rdquo; means (i) with respect to the initial Registration Statement required to be filed pursuant to Section&nbsp;2(a), the
earlier of the (A) 90th (or if a full review by the SEC, the 120th) calendar day after the Closing Date and (B) 2nd Business Day after
the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be
reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements which may be required
hereunder, the 30th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or,
in the event of a &ldquo;full review&rdquo; by the SEC, the 60th calendar day following the date such additional Registration Statement
is required to be filed hereunder), provided, further, if such Effectiveness Deadline falls on a day that is not a Trading Day, then the
Effectiveness Deadline shall be the next succeeding Trading Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)   &ldquo;<B>Execution
Day</B>&rdquo; shall have the meaning set forth in the Settlement Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)   &ldquo;<B>Filing
Deadline</B>&rdquo; means (i) with respect to the initial Registration Statement required to be filed pursuant to Section&nbsp;2(a), the
earlier of (A) the 75th calendar day after the Closing Date and (B) the 10th Business Day following the filing of the Company&rsquo;s
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2024; and (ii)&nbsp;with respect to any additional Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional
Registration Statement pursuant to the terms of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)   &ldquo;<B>Investor</B>&rdquo;
means a Buyer or any transferee or assignee of any Registrable Securities, Notes, Warrants, Original Shares, or True Up Shares (if any),
as applicable, to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section&nbsp;9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities,
Notes, Warrants Original Shares or True Up Shares (if any), as applicable, assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section&nbsp;9.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h)   &ldquo;<B>Person</B>&rdquo;
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)   &ldquo;<B>register</B>,&rdquo;
&ldquo;<B>registered</B>,&rdquo; and &ldquo;<B>registration</B>&rdquo; refer to a registration effected by preparing and filing one or
more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration
Statement(s) by the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j)   &ldquo;<B>Registrable
Securities</B>&rdquo; means (i) the Original Shares, (ii) the True Up Shares, if any, (iii) the Conversion Shares, (iv) the Warrant Shares,
and (v) any capital stock of the Company issued or issuable with respect to the Original Shares, True Up Shares, Conversion Shares, the
Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise and (2) any capital stock of the Company into which the shares of Common Stock (as defined in the
Notes) are converted or exchanged and 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;
provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required
to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the 1933 Act and such Registrable
Securities have been disposed of by the Investor in accordance with such effective Registration Statement, (b) such Registrable Securities
have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale
restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed,
delivered and acceptable to the Company&rsquo;s transfer agent and the affected Investors (assuming that such securities and any securities
issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were
at no time held by any Affiliate of the Company).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k)   &ldquo;<B>Registration
Statement</B>&rdquo; means a registration statement or registration statements of the Company filed under the 1933 Act covering Registrable
Securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l)   &ldquo;<B>Required
Holders</B>&rdquo; shall have the meaning as set forth in the Securities Purchase Agreement and shall include the Claimant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m)   &ldquo;<B>Required
Registration Amount</B>&rdquo; means, as of any time of determination, the sum of (i) 200% of the maximum number of Conversion Shares
issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price (as defined
in the Notes), (y) interest on the Notes shall accrue through the second anniversary of the Closing Date and will be converted into shares
of Common Stock at the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion
of the Notes set forth in the Notes), (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without
taking into account any limitations on the exercise of the Warrants set forth therein), (iii) the maximum number of the Original Shares,
all subject to adjustment as provided in Section&nbsp;2(d) and/or Section 2(f), and (iv) a sufficient number of shares of Common Stock
to cover the True Up Shares, all subject to adjustment as provided in Section&nbsp;2(d) and/or Section 2(f).</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n)   &ldquo;<B>Rule
144</B>&rdquo; means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar
or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without
registration.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o)   &ldquo;<B>Rule
415</B>&rdquo; means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar
or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p)   &ldquo;<B>SEC</B>&rdquo;
means the United States Securities and Exchange Commission or any successor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">2.   <U>Registration.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   <U>Mandatory
Registration</U>. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the
SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such initial
Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount
as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for such
a registration, the Company shall use such other form as is required by Section 2(c); and provided further, that the Company shall file
additional Registration Statements to cover the maximum number of any remaining True Up Shares, subject to adjustment as provided in Section
2(d) and/or Section 2(f), to the extent that such shares are not registered with such initial Registration Statement. Such initial Registration
Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if
otherwise directed by the Required Holders) the &ldquo;<U>Selling Stockholders</U>&rdquo; and &ldquo;<U>Plan of Distribution</U>&rdquo;
sections in substantially the form attached hereto as <B>Exhibit B</B>. The Company shall use its best efforts to have such initial Registration
Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the
SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   <U>Legal
Counsel</U>. Subject to Section&nbsp;5 hereof, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel solely to the lead investor
(&ldquo;<B>Legal Counsel</B>&rdquo;), shall be provided a copy of any registration, solely on behalf of the lead investor, pursuant to
this Section&nbsp;2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   <U>Ineligibility
to Use Form S-3</U>. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form&nbsp;S-3 as soon as such form
is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time
as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and
the prospectus contained therein is available for use.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)   <U>Sufficient
Number of Shares Registered</U>. In the event the number of shares available under any Registration Statement is insufficient to cover
all of the Registrable Securities required to be covered by such Registration Statement or an Investor&rsquo;s allocated portion of the
Registrable Securities pursuant to Section&nbsp;2(h), the Company shall amend such Registration Statement (if permissible), or file with
the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required
Registration Amount and/or any remaining True Up Shares, to the extent that such shares are not included in the Required Registration
Amount, as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case,
as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (but taking account of any
Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration
Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause such amendment to such Registration
Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing
thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of
the foregoing provision, the number of shares available under a Registration Statement shall be deemed &ldquo;insufficient to cover all
of the Registrable Securities&rdquo; if at any time the number of shares of Common Stock available for resale under the applicable Registration
Statement is less than the product determined by multiplying (i) the Required Registration Amount and/or any remaining True Up Shares,
to the extent that such shares are not included in the Required Registration Amount, as of such time by (ii) 0.90. The calculation set
forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the Notes
or exercise of the Warrants (and such calculation shall assume (A) that the Notes are then convertible in full into shares of Common Stock
at the then prevailing Conversion Rate (as defined in the Notes), (B) the initial outstanding principal amount of the Notes remains outstanding
through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity Date
and (C) the Warrants are then exercisable in full into shares of Common Stock at the then prevailing Exercise Price (as defined in the
Warrants)).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)   <U>Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement</U>. If (i) a Registration Statement covering the
resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section&nbsp;2(f))
and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for
such Registration Statement (a &ldquo;<B>Filing Failure</B>&rdquo;) (it being understood that if the Company files a Registration Statement
without affording each Investor the opportunity to review and comment on the same as required by Section&nbsp;3(c) hereof, the Company
shall be deemed to not have satisfied this clause&nbsp;(i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared
effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an &ldquo;<B>Effectiveness Failure</B>&rdquo;)
(it being understood that if on the second Business Day immediately following the Effective Date for such Registration Statement the Company
shall not have filed a &ldquo;final&rdquo; prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with
Section&nbsp;3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied
this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as
defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to
be included on such Registration Statement (disregarding any reduction pursuant to Section&nbsp;2(f)) cannot be made pursuant to such
Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to
disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or
a failure to timely list) the Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or any other limitations
imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order)
or the prospectus contained therein is not available for use for any reason (a &ldquo;<B>Maintenance Failure</B>&rdquo;), or (iii) if
a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason,
and either (x) the Company fails 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 (y) the Company has ever been an issuer described in Rule 144(i)(1)(i)
or becomes such an issuer in the future, 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;) as a result of which any of the Investors are unable to sell Registrable Securities without restriction
under Rule&nbsp;144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason
of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive
of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each
holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2%) of such Investor&rsquo;s
original principal amount stated in such Investor&rsquo;s Note on the Closing Date (1) on the date of such Filing Failure, Effectiveness
Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I)
a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III)&nbsp;a
Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the
date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to
Rule&nbsp;144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable
Securities shall be entitled pursuant to this Section&nbsp;2(e) are referred to herein as &ldquo;<B>Registration Delay Payments</B>.&rdquo;
Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or
failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is
cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third
(3<SUP>rd</SUP>) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in
accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one half percent (1.5%) per
month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to
an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list)
the Common Stock on the Principal Market) with respect to any period during which all of such Investor&rsquo;s Registrable Securities
may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need
for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).</P>

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


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)   <U>Offering</U>.
Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant
to Section&nbsp;2(e), in the event the staff of the SEC (the &ldquo;<B>Staff</B>&rdquo;) or the SEC seeks to characterize any&nbsp;offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an&nbsp;offering of securities by, or on behalf
of, the Company, or in any other manner, such that&nbsp;the Staff or&nbsp;the SEC do not&nbsp;permit such Registration Statement to become
effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market
by the Investors participating&nbsp;therein&nbsp;(or as otherwise may be acceptable to each Investor) without being named therein as an
&ldquo;underwriter,&rdquo; then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors
until such time as the Staff&nbsp;and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making
such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number
of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor
or a particular set of Investors are resulting in the Staff or the SEC&rsquo;s &ldquo;by or on behalf of the Company&rdquo; offering position,
in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of
Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares
by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation
of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires
any Investor seeking to&nbsp;sell securities under a Registration Statement filed pursuant to this Agreement&nbsp;to be specifically identified
as an &ldquo;underwriter&rdquo; in order to permit such Registration Statement to become effective, and such Investor does not consent
to being so named as an underwriter in such Registration Statement,&nbsp;then, in each such case, the Company&nbsp;shall reduce the total
number of Registrable Securities to be registered on behalf of&nbsp;such&nbsp;Investor,&nbsp;until such time as the Staff or the SEC does
not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this
paragraph will&nbsp;first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement.&nbsp;In
the event of any&nbsp;reduction in Registrable Securities pursuant to this paragraph,&nbsp;an affected Investor shall have the right to
require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within
twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required&nbsp;by the&nbsp;Staff or the SEC) for resale
by such Investor in a manner acceptable to such Investor, and the Company shall following such request&nbsp;cause to be and keep effective
such registration statement in the same manner as otherwise contemplated&nbsp;in this Agreement for&nbsp;registration statements hereunder,
in each case until such time as: (i) all Registrable Securities held by such Investor&nbsp;have been registered and sold pursuant to an
effective Registration Statement in a manner acceptable to such Investor&nbsp;or (ii) all Registrable Securities may be resold by such
Investor&nbsp;without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff
position with respect to &ldquo;affiliate&rdquo; status) and without the need for current public information required by Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a
manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included
in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised
by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such
Investor as contemplated above).</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)   <U>Piggyback
Registrations</U>. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement or the Settlement
Agreement, as applicable, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus
contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or
offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities
(other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company&rsquo;s
share option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination
and, if within fifteen&nbsp;(15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the
Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor
requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this
Section&nbsp;2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule&nbsp;144(i)(2), if applicable) or that are the
subject of a then-effective Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h)   <U>Allocation
of Registrable Securities</U>. The initial number of Registrable Securities included in any Registration Statement and any increase in
the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable
Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase
thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor&rsquo;s Registrable
Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining
number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares
of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities
covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities
then held by such Investors which are covered by such Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)   <U>No
Inclusion of Other Securities</U>. The Company shall in no event include any securities other than Registrable Securities on any Registration
Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined
in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its
security holders, except as otherwise permitted under the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">3.   <U>Related
Obligations.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company shall use its
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and,
pursuant thereto, the Company shall have the following obligations:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no
event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective as
soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the
Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415
for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until
the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to be covered by such
Registration Statement (disregarding any reduction pursuant to Section&nbsp;2(f)) without restriction pursuant to Rule 144 (including,
without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration
Statement (the &ldquo;<B>Registration Period</B>&rdquo;). Notwithstanding anything to the contrary contained in this Agreement, the Company
shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments
and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection
with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which
they were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the
extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within two (2)
Business Days after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or
that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company
shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later
than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration
Statement to be declared effective.</P>

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


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   Subject
to Section&nbsp;3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,
post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such
Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided, however,
by 8:30 a.m. (New York time) on the second Business Day immediately following each Effective Date, the Company shall file with the SEC
in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable
Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements
to any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this
Section&nbsp;3(b)) by reason of the Company filing a Current Report on Form 8-K, an Annual Report on Form 10-K, a Quarterly Report on
Form 10-Q or any analogous report under the Securities Exchange Act of 1934, as amended (the &ldquo;<B>1934 Act</B>&rdquo;), the Company
shall, if permitted under the applicable rules and regulations of the SEC, have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed
which created the requirement for the Company to amend or supplement such Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   The
Company shall (A) permit each Investor to review and comment upon (i) each Registration Statement at least five (5) days prior to its
filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the prospectus
contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar
or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement
or amendment or supplement thereto in a form to which such Investor reasonably objects; <U>provided</U>, that the Company shall not have
any obligation to modify any information if the Company reasonably expects that so doing would cause (i) the Registration Statement to
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) any prospectus contained therein to contain an untrue statement of a material fact or to omit
to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not
misleading. The Company shall promptly furnish to each Investor, without charge (i) copies of any correspondence from the SEC or the Staff
to the Company or its representatives relating to each Registration Statement, provided that such correspondence shall not contain any
material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii)&nbsp;after
the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an
Investor, and all exhibits and (iii)&nbsp;upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto, provided, that any such item which is available on the EDGAR
system (or successor thereto) need not be furnished in physical form. The Company shall reasonably cooperate with each Investor in performing
the Company&rsquo;s obligations pursuant to this Section 3.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)   Reserved.</P>

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


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)   The
Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale
by Investors of the Registrable Securities covered by a Registration Statement under such other securities or &ldquo;blue sky&rdquo; laws
of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without
limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or
as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this
Section&nbsp;3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or &ldquo;blue sky&rdquo; laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)   The
Company shall notify each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event,
as a result of which the prospectus included in a Registration Statement, as then in effect, may include an untrue statement of a material
fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public
information regarding the Company or any of its Subsidiaries), and, subject to Section&nbsp;3(r), promptly prepare a supplement or amendment
to such Registration Statement and such prospectus contained therein to correct such untrue statement or omission and deliver ten (10)
copies of such supplement or amendment to each Investor (or such other number of copies as such Investor may reasonably request) provided,
that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form. The Company shall
also promptly notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been
filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written
notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company&rsquo;s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of
any request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration
Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any
comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed that
the Company&rsquo;s response to any such comments shall be delivered to the SEC no later than fifteen&nbsp;(15) Business Days after the
receipt thereof).</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)   The
Company shall (i) use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration
Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification,
of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal
of such order or suspension at the earliest possible moment and (ii) notify each Investor who holds Registrable Securities of the issuance
of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h)   If
any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such
Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the
date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably
request (i) a letter, dated such date, from the Company&rsquo;s independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and
(ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, addressed to the Investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)   If
any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such
Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection
by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor
(collectively, the &ldquo;<B>Inspectors</B>&rdquo;), all pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the &ldquo;<B>Records</B>&rdquo;), as shall be reasonably deemed necessary by each Inspector,
and cause the Company&rsquo;s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such Investor)
or use of any Record or other information which the Company&rsquo;s board of directors determines in good faith to be confidential, and
of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such
Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction
Document (as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that disclosure of such
Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for,
the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any)
shall be deemed to limit any Investor&rsquo;s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable
laws and regulations.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j)   The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such
Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available
to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall,
upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor&rsquo;s expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k)   Without
limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either to (i) cause
all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities
of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, (ii)&nbsp;secure designation and quotation of all of the Registrable Securities covered by each Registration
Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company&rsquo;s best efforts
to satisfy the preceding clauses&nbsp;(i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without
limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority (&ldquo;<B>FINRA</B>&rdquo;) as such with respect to such Registrable Securities. In addition, the Company
shall cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities
in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section&nbsp;3(k).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l)   The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors
may reasonably request from time to time and registered in such names as the Investors may request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m)   If
requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section&nbsp;3(r)
hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to
be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii)
supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding
any Registrable Securities.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n)   The
Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved
by such other United States governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(o)   The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close
of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule&nbsp;158
under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company&rsquo;s fiscal quarter next following
the applicable Effective Date of each Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(p)   The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration
hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(q)   Within
one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form acceptable to the Transfer Agent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(r)   Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section&nbsp;3(r)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or
any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company,
in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a &ldquo;<B>Grace Period</B>&rdquo;),
provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving
rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public information
to any of the Investors) and the date on which such Grace Period will begin and (ii)&nbsp;date on which such Grace Period ends, provided
further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such
Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period must be at least five&nbsp;(5)
Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist during the sixty (60) Trading Day period
immediately following the Effective Date of such Registration Statement (provided that such sixty (60) Trading Day period shall be extended
by the number of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration
Statement is not effective or the prospectus contained therein is not available for use) (each, an &ldquo;<B>Allowable Grace Period</B>&rdquo;).
For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred
to in clause (ii) above and the date referred to in such notice. The provisions of Section&nbsp;3(g) hereof shall not be applicable during
the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence
of Section&nbsp;3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary contained in this Section&nbsp;3(r), the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which such Investor 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, prior to such Investor&rsquo;s receipt
of the notice of a Grace Period and for which the Investor has not yet settled.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(s)   The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable
Securities pursuant to each Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(t)   Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with
the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement); provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the &ldquo;Plan of Distribution&rdquo;
section attached hereto as Exhibit A in the Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(u)   Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after
the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights
granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">4.   <U>Obligations
of the Investors.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall
be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably
required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   Each
Investor, by such Investor&rsquo;s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of each Registration Statement hereunder by providing the information set
forth in <B>Exhibit A</B>, unless such Investor has notified the Company in writing of such Investor&rsquo;s election to exclude all of
such Investor&rsquo;s Registrable Securities from such Registration Statement.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section&nbsp;3(g)
or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor&rsquo;s receipt of the copies of the supplemented or amended prospectus
contemplated by Section&nbsp;3(g) or the first sentence of Section&nbsp;3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary in this Section&nbsp;4(c), the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any
sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor&rsquo;s
receipt of a notice from the Company of the happening of any event of the kind described in Section&nbsp;3(g) or the first sentence of
Section&nbsp;3(f) and for which such Investor has not yet settled.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">5.   <U>Expenses
of Registration.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">All reasonable expenses, other
than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections&nbsp;2
and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees
(if any) and fees and disbursements of counsel for the Company shall be paid by the Company. In no event shall the Company be responsible
for any broker or similar commissions of any Investor or, except to the extent expressly provided for in the Transaction Documents, any
legal fees or other costs of the Investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">6.   <U>Indemnification.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of
its directors, officers, stockholders, members, partners, employees, agents, advisors, including, without limitation, Lead Counsel, representatives
(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any
other title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors,
officers, stockholders, members, partners, employees, agents, advisors, including, without limitation, Lead Counsel, representatives (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) of such controlling Persons (each, an &ldquo;<B>Indemnified Person</B>&rdquo;), against any losses, obligations, claims, damages,
liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys&rsquo;
fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, &ldquo;<B>Claims</B>&rdquo;)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an Indemnified Person is or may be a party thereto (&ldquo;<B>Indemnified Damages</B>&rdquo;), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or
are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other &ldquo;blue
sky&rdquo; laws of any jurisdiction in which Registrable Securities are offered (&ldquo;<B>Blue Sky Filing</B>&rdquo;), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files
any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii)
any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration
Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, &ldquo;<B>Violations</B>&rdquo;).
Subject to Section&nbsp;6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section&nbsp;6(a): (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of any of the Registrable Securities by any of the Investors pursuant to Section&nbsp;9.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   In
connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section&nbsp;6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the
1933 Act or the 1934 Act (each, an &ldquo;<B>Indemnified Party</B>&rdquo;), against any Claim or Indemnified Damages to which any of them
may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based
upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and,
subject to Section&nbsp;6(c) and the below provisos in this Section&nbsp;6(b), such Investor will reimburse an Indemnified Party any legal
or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided,
however, the indemnity agreement contained in this Section&nbsp;6(b) and the agreement with respect to contribution contained in Section&nbsp;7
shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under this Section&nbsp;6(b)
for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable
sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities
by any of the Investors pursuant to Section&nbsp;9.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   Promptly
after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section&nbsp;6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under
this Section&nbsp;6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person
or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall
have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying
party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense
of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any
such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified
Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as
the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified
Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the
indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the
expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as
the case may be). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party
in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action
or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified
Party or Indemnified Person (as the case may be), 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 Indemnified Party or Indemnified Person
(as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) 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 indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party (as the case may be) under this Section&nbsp;6, except to the extent that the indemnifying party
is materially and adversely prejudiced in its ability to defend such action.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)   The
indemnification required by this Section&nbsp;6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)   The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">7.   <U>Contribution.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section&nbsp;6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards
set forth in Section&nbsp;6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii)&nbsp;contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section&nbsp;7, no
Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such
Investor has otherwise been required to pay, or would otherwise be required to pay under Section&nbsp;6(b), by reason of such untrue or
alleged untrue statement or omission or alleged omission.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">8.   <U>Reports
Under the 1934 Act.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">With a view to making available
to the Investors the benefits of Rule 144, the Company agrees to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   make
and keep public information available, as those terms are understood and defined in Rule 144;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the
Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with
the SEC if such reports are not publicly available via EDGAR, and (iii)&nbsp;such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without registration.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">9.   <U>Assignment
of Registration Rights.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">All or any portion of the
rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all
or any portion of such Investor&rsquo;s Registrable Securities, Original Shares, True Up Shares (if any), Notes or Warrants if: (i) such
Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy
of such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the
Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the
name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights
are being transferred or assigned (as the case may be); (iii)&nbsp;immediately following such transfer or assignment (as the case may
be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or
applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions
contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements
of the Securities Purchase Agreement, the Settlement Agreement, the Notes and the Warrants (as the case may be); and (vi) such transfer
or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">10.   <U>Amendment
of Registration Rights.</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the
foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor relative to the comparable
rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment
shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any obligation
or liability on any Investor without such Investor&rsquo;s prior written consent (which may be granted or withheld in such Investor&rsquo;s
sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement
unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0in">11.   <U>Miscellaneous.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(a)   Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to
own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from
such record owner of such Registrable Securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b)   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 electronic mail
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not
receive an automatically generated message from the recipient&rsquo;s email server that such e-mail could not be delivered to such recipient);
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 mailing addresses and e-mail addresses for such communications shall be:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">If to the Company:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">SCWorx Corp.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">590 Madison Avenue, 21st Floor</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">New York, New York 10022<BR>
Telephone: (844) 472-9679<BR>
Attention: E-Mail: ckohler@scworx.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">With a copy (for informational purposes only) to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">The Nossiff Law Firm, LLP</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">53 Locust St., #1</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Greenwich, CT 06830</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Telephone: (978) 604-4229<BR>
Attention: John g. Nossiff, Esq.<BR>
E-Mail: jnossiff@nossiff-law.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">If to the Transfer Agent:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Transfer Online, Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">512 SE Salmon St.<BR>
Portland, OR 97214</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Telephone: (503) 227-2950<BR>
Attention: Carolyn Hall<BR>
E-Mail: carolyn@transferonline.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: left; text-indent: 0.5in">If to Legal Counsel
for the Lead Investor:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.<BR>
666 3<SUP>rd</SUP> Avenue<BR>
New York, NY 10017<BR>
Telephone: (212) 935-3000<BR>
Attention: Jeffrey P. Schultz, Esq.<BR>
E-mail: jschultz@mintz.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in">If to Legal Counsel for the Claimant:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Sullivan &amp; Worcester LLP</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">1251 Avenue of the Americas</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">New York, NY 10020</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Telephone: (212) 660-3060</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">Attention: David E. Danovitch, Esq.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">E-Mail: ddanovitch@sullivanlaw.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 2in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">If to a Buyer, to its mailing address and/or email
address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such Buyer&rsquo;s representatives
as set forth on the Schedule of Buyers or in the Settlement Agreement, or to such other mailing address and/or email address 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 change, provided that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. shall only be provided notices
sent to the lead investor and provided that Sullivan &amp; Worcester LLP shall only be provided notices sent to the Claimant. Written
confirmation of receipt (A)&nbsp;given by the recipient of such notice, consent, waiver or other communication, (B)&nbsp;mechanically
or electronically generated by the sender&rsquo;s e-mail containing the time, date and recipient&rsquo;s e-mail or (C) provided by a courier
or overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized
overnight delivery service in accordance with clause&nbsp;(i), (ii) or (iii) above, respectively.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(c)   Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions
of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing
economic loss and without any bond or other security being required), this being in addition to any other remedy to which any party may
be entitled by law or equity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(d)   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. Each
party 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. 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. 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 IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(e)   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).</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(f)   This
Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter
hereof and thereof; 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 Investor has entered into with the Company or any of its Subsidiaries prior to the date
hereof with respect to any prior investment made by such Investor in the Company, (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 Investor 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 Investor and all such agreements
shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(g)   Subject
to compliance with Section&nbsp;9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any
Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections&nbsp;6
and 7 hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(h)   The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(i)   This
Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but 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 email 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(j)   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: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(k)   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. Notwithstanding anything to the contrary set forth in Section 10, terms used in
this Agreement 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 each Investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(l)   All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Investors have been converted
for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the Notes and the outstanding
Warrants then held by Investors have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(m)   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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(n)   The
obligations of each Investor under this Agreement, the Settlement Agreement, and the other Transaction Documents are several and not joint
with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of
any other Investor under this Agreement, the Settlement Agreement, or any other Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors
as, and the Company acknowledges that the Investors 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 Investors are in any way acting in concert or as a group or entity with respect
to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the
Investors 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 this Agreement or any of the other the Transaction Documents. Each Investor 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 Investor to be joined as an additional party in any proceeding for such purpose.
The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company,
not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or
requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and an Investor, solely, and not between the Company and the Investors collectively
and not between and among Investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[signature page follows]</P>

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: left; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>IN WITNESS WHEREOF</B>, each Buyer, the Claimant
and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first
written above.</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-size: 10pt"><B>COMPANY</B>:</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-size: 10pt"><B>SCWORX CORP.</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-size: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; width: 4%">By:</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; font-size: 10pt; width: 36%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt">Name: </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="font-size: 10pt"></TD>
    <TD STYLE="font-size: 10pt">Title:</TD></TR>
  </TABLE>

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


<!-- Field: Page; Sequence: 24 -->
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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: left; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>IN WITNESS WHEREOF</B>, each Buyer, the Claimant,
and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first
written above.</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"><B>BUYERS</B>:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt; text-transform: uppercase"><B>IROQUOIS MASTER FUND LTD.</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 4%"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 36%"></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-size: 10pt">Name:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-size: 10pt">Title:</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt; text-transform: uppercase"><B>IROQUOIS CAPITAL INVESTMENT GROUP, LLC</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 4%"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 36%"></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-size: 10pt">Name:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-size: 10pt">Title:</FONT></TD></TR>
  </TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 2.5in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>IN WITNESS WHEREOF</B>,
each Buyer, the Claimant, and the Company have caused their respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3"><FONT STYLE="text-transform: uppercase"><B>[OTHER INVESTORS]</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid"></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">Name:</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">Title:</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3"><B>THE CLAIMANT</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3"><FONT STYLE="text-transform: uppercase"><B>CorProminence, LLC, d/b/a Core IR</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid"> </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 5%">Name:&nbsp;</TD>
    <TD STYLE="width: 31%">Scott Gordon</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Title:</TD>
    <TD> President</TD></TR>
  </TABLE>

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


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    <!-- Field: /Page -->

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right">EXHIBIT A</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SELLING STOCKHOLDERS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The shares of common stock
being offered by the selling stockholders are the Original Shares, the True Up Shares (if any) and those issuable to the selling stockholders
upon conversion of the notes and exercise of the warrants. For additional information regarding the issuance of the notes and the warrants,
see &ldquo;Private Placement of Notes and Warrants&rdquo; above. We are registering the shares of common stock in order to permit the
selling stockholders to offer the shares for resale from time to time. Except for the ownership of the notes and the warrants issued pursuant
to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The table below lists the
selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders.
The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective
ownership of shares of common stock, notes and warrants, as of ________, 20__, assuming conversion of the notes and exercise of the warrants
held by each such selling stockholder on that date but taking account of any limitations on conversion and exercise set forth therein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The third column lists the
shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on (i)
conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In accordance with the terms
of a registration rights agreement with the holders of the notes and the warrants, this prospectus generally covers the resale of the
sum of (i) the maximum number of shares of common stock issued or issuable pursuant to the Notes, including payment of interest on the
notes through [DATE], and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the warrants, in each
case, determined as if the outstanding notes (including interest on the notes through [DATE]) and warrants were converted or exercised
(as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of
such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the
date this registration statement was initially filed with the SEC. Because the conversion price of the notes and the exercise price of
the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered
by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Under the terms of the notes
and the warrants, a selling stockholder may not convert the notes or exercise the warrants to the extent (but only to the extent) such
selling stockholder or any of its affiliates would beneficially own a number of shares of our shares of common stock which would exceed
4.99% of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The selling stockholders
may sell all, some or none of their shares in this offering. See &ldquo;Plan of Distribution.&rdquo;</P>

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


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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left; width: 24%; vertical-align: bottom"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Name
of Selling Stockholder</B></P></TD>
    <TD STYLE="text-align: center; padding-bottom: 1.5pt; width: 2%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1.5pt solid; width: 23%; text-align: center"><FONT STYLE="font-size: 10pt"><B>Number of shares of<BR>
 Common Stock Owned<BR>
 Prior to Offering</B></FONT></TD>
    <TD STYLE="text-align: center; padding-bottom: 1.5pt; width: 2%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1.5pt solid; width: 24%; text-align: center"><FONT STYLE="font-size: 10pt"><B>Maximum Number of shares<BR>
 of Common Stock to be Sold<BR>
 Pursuant
    to this Prospectus</B></FONT></TD>
    <TD STYLE="text-align: center; padding-bottom: 1.5pt; width: 2%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1.5pt solid; width: 23%; text-align: center"><FONT STYLE="font-size: 10pt"><B>Number of shares of<BR>
 Common Stock of<BR>
 Owned After Offering</B></FONT></TD></TR>
  <TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><FONT STYLE="font-size: 10pt">[LEAD INVESTOR] (1)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top"><FONT STYLE="font-size: 10pt">[OTHER BUYERS]</FONT></TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
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    <TD>&nbsp;</TD>
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    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">(1)</TD><TD STYLE="text-align: left">[ &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: -0.5in">&nbsp;</P>


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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PLAN OF DISTRIBUTION</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">We are registering the Original
Shares, the True Up Shares (if any) and the shares of common stock issuable upon conversion of the notes and exercise of the warrants
to permit the resale of these shares of common stock by the holders of the notes and warrants from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock, although
we will receive the exercise price of any Warrants not exercised by the selling stockholders on a cashless exercise basis. We will bear
all fees and expenses incident to our obligation to register the shares of common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The selling stockholders may
sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more
underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders
will be responsible for underwriting discounts or commissions or agent&rsquo;s commissions. The shares of common stock may be sold in
one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time
of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant
to one or more of the following methods:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">in the over-the-counter market;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">in transactions otherwise than on these exchanges or systems or in the over-the-counter market;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">through the writing or settlement of options, whether such options are listed on an options exchange or
otherwise;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">block trades in which the broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">purchases by a broker-dealer as principal and resale by the broker-dealer for its account;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">an exchange distribution in accordance with the rules of the applicable exchange;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">privately negotiated transactions;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">short sales made after the date the Registration Statement is declared effective by the SEC;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">broker-dealers may agree with a selling security holder to sell a specified number of such shares at a
stipulated price per share;</TD></TR></TABLE>

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">a combination of any such methods of sale; and</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: left; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">&#9679;</TD><TD STYLE="text-align: left">any other method permitted pursuant to applicable law.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The selling stockholders may
also sell shares of common stock under Rule&nbsp;144 promulgated under the Securities Act of 1933, as amended, if available, rather than
under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this
prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from
the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may
sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess
of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common
stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver
shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The selling stockholders may
pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of
this prospectus.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">To the extent required by
the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution
of the shares of common stock may be deemed to be &ldquo;underwriters&rdquo; within the meaning of the Securities Act, and any commission
paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under
the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will
be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied with.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">There can be no assurance
that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of
which this prospectus forms a part.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The selling stockholders and
any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation&nbsp;M of the Exchange
Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other
participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of
the shares of common stock to engage in market-making activities with respect to the common stock. All of the foregoing may affect the
marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common
stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">We will pay all expenses of
the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[  ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or &ldquo;blue sky&rdquo; laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance
with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished
to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements
or we may be entitled to contribution.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than
our affiliates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">A-5</P>

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<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ea020945901ex10-4_scworx.htm
<DESCRIPTION>FORM OF GUARANTY AND SECURITY AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>Exhibit 10.4</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>GUARANTY
AND SECURITY AGREEMENT</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><B>GUARANTY AND SECURITY AGREEMENT</B>,
dated as of July 12, 2024 (this &ldquo;<B>Agreement</B>&rdquo;), made by SCWORX CORP., a Delaware corporation (the &ldquo;<B>Company</B>&rdquo;)
and each of the undersigned direct and indirect domestic Subsidiaries of the Company from time to time, if any (each a &ldquo;<B>Grantor</B>&rdquo;
and together with the Company, collectively, the &ldquo;<B>Grantors</B>&rdquo;), in favor of IROQUOIS CAPITAL MANAGEMENT, LLC, in its
capacity as collateral agent (in such capacity, the &ldquo;<B>Collateral Agent</B>&rdquo;) for the Noteholders (as defined below) party
to the Securities Purchase Agreement, dated as of July 12, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced
from time to time, the &ldquo;<B>Securities Purchase Agreement</B>&rdquo;).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B><U>W I T N E S S E T H</U>:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">WHEREAS, the Company and each
party listed as a &ldquo;Buyer&rdquo; on the Schedule of Buyers attached to the Securities Purchase Agreement (the &ldquo;<B>Buyers</B>&rdquo;
and individually, a &ldquo;<B>Buyer</B>&rdquo;) are parties to the Securities Purchase Agreement, pursuant to which the Company shall
be required to sell, and the Buyers shall purchase or have the right to purchase senior secured convertible notes of the Company issued
pursuant thereto (as such notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance
with the terms thereof, collectively, the &ldquo;<B>Notes</B>&rdquo;);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">WHEREAS, it is a condition precedent
to the Buyers&rsquo; obligation to purchase the Notes issued pursuant to each of the Securities Purchase Agreement that the Grantors shall
have executed and delivered to the Collateral Agent this Agreement providing for the grant to the Collateral Agent, for the ratable benefit
of itself and the Noteholders, of a valid, enforceable, and perfected security interest in certain of the personal property of each Grantor
to secure all of the Company&rsquo;s obligations under the Transaction Documents; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">WHEREAS, each Grantor has determined
that the execution, delivery and performance of this Agreement directly benefits, and is in the best interest of, such Grantor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor
agrees with the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders, as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
1. </FONT><U>Definitions.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) Reference is hereby made
to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All terms used in this Agreement and the recitals
hereto which are defined in the Securities Purchase Agreement, the Notes or in the Code, and which are not otherwise defined herein shall
have the same meanings herein as set forth therein; <U>provided</U> that terms used herein which are defined in the Code on the date hereof
shall continue to have the same meaning notwithstanding any replacement or amendment of the Code except as the Collateral Agent may otherwise
determine in its sole and absolute discretion.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) Without limiting the generality
of, and subject to the proviso at the end of, Section 1(a) of this Agreement, the following terms shall have the respective meanings provided
for in the Code: &ldquo;Accounts&rdquo;, &ldquo;Account Debtor&rdquo;, &ldquo;Cash Proceeds&rdquo;, &ldquo;Certificate of Title&rdquo;,
&ldquo;Chattel Paper&rdquo;, &ldquo;Commercial Tort Claim&rdquo;, &ldquo;Commodity Account&rdquo;, &ldquo;Commodity Contracts&rdquo;,
&ldquo;Deposit Account&rdquo;, &ldquo;Documents&rdquo;, &ldquo;Electronic Chattel Paper&rdquo;, &ldquo;Equipment&rdquo;, &ldquo;Fixtures&rdquo;,
&ldquo;General Intangibles&rdquo;, &ldquo;Goods&rdquo;, &ldquo;Instruments&rdquo;, &ldquo;Inventory&rdquo;, &ldquo;Investment Property&rdquo;,
&ldquo;Letter-of-Credit Rights&rdquo;, &ldquo;Noncash Proceeds&rdquo;, &ldquo;Payment Intangibles&rdquo;, &ldquo;Proceeds&rdquo;, &ldquo;Promissory
Notes&rdquo;, &ldquo;Security&rdquo;, &ldquo;Record&rdquo;, &ldquo;Security Account&rdquo;, &ldquo;Software&rdquo;, &ldquo;Supporting
Obligations&rdquo; and &ldquo;Uncertificated Securities&rdquo;.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) As used in this Agreement,
the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and
plural forms of such terms:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Account Control
Agreement</B>&rdquo; means a deposit account control agreement or securities account control agreement with respect to a Pledged Account,
pursuant to which the Collateral Agent is granted control over such Pledged Account in a manner that perfects its security interest in
such Pledged Account under applicable law, all in form and substance satisfactory to the Collateral Agent, as the same may be amended,
modified, supplemented, extended, renewed, restated or replaced from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Account Bank</B>&rdquo;
shall have the meaning set forth in <U>Section 6(i)</U> of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Affiliate</B>&rdquo;
of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with such
Person and any officer or director of such Person. Without limiting the generality of the foregoing, a Person shall be deemed to be &ldquo;controlled
by&rdquo; any other Person if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Bankruptcy Code</B>&rdquo;
means Chapter 11 of Title 11 of the United States Code, 11 U.S.C &sect;&sect; 101 et seq. (or other applicable bankruptcy, insolvency
or similar laws).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Bankruptcy Event
of Default</B>&rdquo; means any Bankruptcy Event of Default under the Note.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Business Day</B>&rdquo;
means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Buyer</B>&rdquo;
or &ldquo;<B>Buyers</B>&rdquo; shall have the meaning set forth in the recitals hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Capital Stock</B>&rdquo;
means (i) with respect to any Person that is a domestic corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other
securities exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is
not an individual or a corporation, any and all domestic partnership, membership, trust or other domestic equity interests of such Person.
Capital Stock shall not include any stock or other equity interests in any foreign entity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Closing Date</B>&rdquo;
means the date the Company initially issues the Notes pursuant to the terms of the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Code</B>&rdquo;
means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; <U>provided</U> that, if
perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, &ldquo;Code&rdquo; means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Collateral</B>&rdquo;
shall have the meaning set forth in <U>Section 3(a)</U> of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Collateral Agent</B>&rdquo;
shall have the meaning set forth in the preamble hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Company</B>&rdquo;
shall have the meaning set forth in the preamble hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Controlled Accounts&rdquo;
</B>means the Deposit Accounts, Commodity Accounts, and/or Securities Accounts, of the Grantors listed on <U>Schedule IV</U> attached
hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Copyright Licenses</B>&rdquo;
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to use or sell any works covered by any Copyright (including, without limitation, all Copyright Licenses set forth
in <U>Schedule II</U> hereto).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Copyrights</B>&rdquo;
means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout the
universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of
authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights
described in <U>Schedule II</U> hereto), all applications, registrations and recordings thereof (including, without limitation, applications,
registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other
country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals
thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Event of Default</B>&rdquo;
shall have the meaning set forth in Section 4(a) of the Notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>GAAP</B>&rdquo;
means U.S. generally accepted accounting principles consistently applied.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Governmental Authority</B>&rdquo;
means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political subdivision thereof
or thereto and any department, commission, board, bureau, court, tribunal, instrumentality, agency or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Insolvency Proceeding</B>&rdquo;
means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency
law or law for the relief of debtors, any proceeding relating to assignments for the benefit of creditors, formal or informal moratoria,
compositions, or extensions generally with creditors, or any proceeding seeking reorganization, arrangement, or other similar relief.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Intellectual Property</B>&rdquo;
means, collectively, all intellectual property rights and assets, and all rights, interests and protections that are associated with,
similar to, or required for the exercise of, any of the foregoing, however arising, under the applicable laws of any jurisdiction throughout
the world, whether registered or unregistered, including, without limitation, any and all: (a) Trademarks; (b) internet domain names,
whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses,
web pages, websites and related content; (c) Copyrights; (d) Patents; and (e) business and technical information, databases, data collections
and other confidential and proprietary information and all rights therein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Intellectual Property
Security Agreement</B>&rdquo; means the Intellectual Property Security Agreement required to be delivered pursuant to <U>Section 6(h)(i)</U>
of this Agreement, substantially in the form attached hereto as <U>Exhibit A</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Licenses</B>&rdquo;
means, collectively, the Copyright Licenses, the Trademark Licenses and the Patent Licenses.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Lien</B>&rdquo;
means any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance upon or in any property or assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&ldquo;Noteholders&rdquo;
</B>means, at any time, the holders of the Notes at such time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Notes</B>&rdquo;
shall have the meaning set forth in the recitals hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Obligations</B>&rdquo;
shall have the meaning set forth in <U>Section 4</U> of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Paid in Full&rdquo;
</B>or &ldquo;<B>Payment in Full&rdquo;</B> means the indefeasible payment in full in cash of all of the Obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Patent Licenses</B>&rdquo;
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses
set forth in <U>Schedule II</U> hereto).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Patents</B>&rdquo;
means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas,
concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general
intangibles of like nature, now existing or hereafter acquired (including, without limitation, all domestic and foreign letters patent,
design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary
information, technology, know-how and formulae described in <U>Schedule II</U> hereto), all applications, registrations and recordings
thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or
in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, reexaminations,
divisions, continuations, continuations in part and extensions or renewals thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Perfection Requirement&rdquo;
or &ldquo;Perfection Requirements</B>&rdquo; shall have the meaning set forth in <U>Section 5(k)</U> of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Permitted Liens</B>&rdquo;
shall have the meaning set forth in the Notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Person</B>&rdquo;
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,
joint venture or other enterprise or entity or Governmental Authority.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Accounts</B>&rdquo;
means all of each Grantor&rsquo;s right, title and interest in all of its Deposit Accounts, Commodity Accounts and Securities Accounts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Collateral</B>&rdquo;
means all of such Grantor&rsquo;s right, title and interest in, to and under all of the following, wherever located and whether now or
hereafter existing and whether now owned or hereafter acquired: (i) the Pledged Equity; (ii) Pledged Debt; (iii) subject to <U>Section
7(g)</U> and 7<U>(h)</U>, all payments of principal or interest, dividends, distributions, cash, Promissory Notes, Securities, Instruments
and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion
of, and all other Proceeds received in respect of, the Pledged Equity and the Pledged Debt; (iv) all rights and privileges of such Grantor
with respect to the Securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of, and Security
Entitlements in respect of, any of the foregoing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Debt</B>&rdquo;
means all of such Grantor&rsquo;s right, title and interest in, to all Promissory Notes, Security and Instruments evidencing debt now
owned or at any time hereafter acquired by it (including, without limitation, those listed opposite the name of such Grantor on <U>Schedule
IV</U>).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Entity</B>&rdquo;
means, each Person listed from time to time on <U>Schedule IV</U> hereto as a &ldquo;Pledged Entity,&rdquo; together with each other Person,
any right in or interest in or to all or a portion of whose Securities or Capital Stock is acquired or otherwise owned by a Grantor after
the date hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Equity</B>&rdquo;
means all of each Grantor&rsquo;s right, title and interest in and to all of the Securities and Capital Stock now or hereafter owned by
such Grantor (including, without limitation, those interests listed opposite the name of such Grantor on <U>Schedule IV</U>), regardless
of class or designation, including all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto,
also including, without limitation, any certificates representing such Securities and/or Capital Stock, the right to receive any certificates
representing any of such Securities and/or Capital Stock, all warrants, options, subscription, share appreciation rights and other rights,
contractual or otherwise, in respect thereof, and the right to receive dividends, distributions of income, profits, surplus, or other
compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to
time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange
for any or all of the foregoing. Pledged Equity shall specifically exclude all of each Grantor&rsquo;s right, title and interest in and
to any equity interests in foreign entities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Operating
Agreements</B>&rdquo; means all of each Grantor&rsquo;s rights, powers and remedies under the limited liability company operating agreements
of each of the Pledged Entities that is a limited liability company, as may be amended, modified, supplemented, extended, renewed, restated
or replaced from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Partnership
Agreements</B>&rdquo; means all of each Grantor&rsquo;s rights, powers, and remedies under the general or limited partnership agreements
of each of the Pledged Entities that is a general or limited partnership, as may be amended, modified, supplemented, extended, renewed,
restated or replaced from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Pledged Securities</B>&rdquo;
means any Promissory Notes, stock certificates, limited liability membership interests or other Securities, certificates or Instruments
now or hereafter included in the Pledged Collateral, including all Pledged Equity, Pledged Debt and all other certificates, instruments
or other documents representing or evidencing any Pledged Collateral.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Required Holders</B>&rdquo;
shall mean the Required Holders (as defined in the Securities Purchase Agreement).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Securities Purchase
Agreement</B>&rdquo; shall have the meaning set forth in the recitals hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Significant Subsidiary</B>&rdquo;
shall have the meaning ascribed to such term in the Securities Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><B>&ldquo;Subsidiary&rdquo;
</B>means any Person in which a Grantor 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>Subsidiaries</B>&rdquo;.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Trademark Licenses</B>&rdquo;
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing for
the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such licenses, contracts
or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter owned by any Grantor
and now or hereafter covered by such licenses, contracts or agreements (including, without limitation, all Trademark Licenses described
in <U>Schedule II</U> hereto).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&ldquo;<B>Trademarks</B>&rdquo;
means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a&rsquo;s,
assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles
of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign
trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a&rsquo;s, assumed names, Internet
domain names, trade styles, designs, logos and other source or business identifiers described in <U>Schedule II</U> hereto), all applications,
registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political
subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such
marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services in connection
with which any of such marks are used.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
2. GUARANTEE</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.1 <U>Guarantee</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) Each
Grantor, other than the Company, who has executed this Agreement as of the date hereof, together with each domestic Subsidiary of any
Grantor who accedes to this Agreement as a Grantor after the date hereof (each a &ldquo;<B><I>Guarantor</I></B>&rdquo; and, collectively,
the &ldquo;<B><I>Guarantors</I></B>&rdquo;), hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral
Agent, for the ratable benefit of the Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.
In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) each
Guarantor&rsquo;s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent
upon the Collateral Agent&rsquo;s or any Noteholders exercise or enforcement of any remedy it or they may have against the Company, any
other Guarantor, any other Person, or all or any portion of the Collateral; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) the
Collateral Agent may enforce this guarantee notwithstanding the existence of any dispute between any of the Noteholders and the Company
or any other Guarantor with respect to the existence of any Event of Default.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) Each
Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder
without impairing the guarantee contained in this <U>Section&nbsp;2</U> or affecting the rights and remedies of the Collateral Agent or
any Noteholder hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) The
guarantee contained in this <U>Section&nbsp;2</U> shall remain in full force and effect until Payment in Full.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) No
payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or
any Noteholder from the Company, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff
or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment, remain liable
for the Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) Any
term or provision of this Agreement or any other Transaction Document to the contrary notwithstanding, the maximum aggregate amount for
which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering
this Agreement or any other Transaction Document, as it relates to such Guarantor, subject to avoidance under applicable requirements
of law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act and Section 548 of Title 11 of the United States Code or any applicable provisions of comparable requirements of law) (collectively,
&ldquo;<B><I>Fraudulent Transfer Laws</I></B>&rdquo;). Any analysis of the provisions of this Agreement for purposes of Fraudulent Transfer
Laws shall take into account the right of contribution established in Section 2.2, and, for purposes of such analysis, give effect to
any discharge of intercompany debt as a result of any payment made under this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.2 <U>Right of Contribution</U>.
If in connection with any payment made by any Guarantor hereunder any rights of contribution arise in favor of such Guarantor against
one or more other Guarantors, such rights of contribution shall be subject to the terms and conditions of <U>Section&nbsp;2.3</U>. The
provisions of this <U>Section&nbsp;2.2</U> shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral
Agent and the Noteholders, and each Guarantor shall remain liable to the Collateral Agent and the Noteholders for the full amount guaranteed
by such Guarantor hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.3 <U>No Subrogation</U>.
Notwithstanding any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Collateral
Agent or any Noteholder, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any Noteholder
against the Company or any other Guarantor or any Collateral or guarantee or right of offset held by the Collateral Agent or any Noteholder
for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company
or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until Payment in Full. If any amount shall
be paid to any Guarantor on account of such subrogation rights at any time prior to Payment in Full, such amount shall be held by such
Guarantor in trust for the Collateral Agent and the Noteholders, shall be segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Collateral Agent, if required), to be applied in such order as set forth in <U>Section&nbsp;6.5</U> hereof irrespective
of the occurrence or the continuance of any Event of Default.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.4 <U>Amendments, etc. with
respect to the Obligations</U>. Until Payment in Full, each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any
of the Obligations made by the Collateral Agent or any Noteholder may be rescinded by the Collateral Agent or such Noteholder and any
of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any Noteholder, and
the Securities Purchase Agreement, the Transactions Documents, and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Required Holders) and the
other parties to such documents that are required in connection therewith may deem advisable from time to time in accordance with the
terms of such documents, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any Noteholder
for the payment of the Obligations may be sold, exchanged, waived, surrendered or released, in each case in accordance with the terms
of the Transaction Documents and any other documents executed in connection therewith. Neither the Collateral Agent nor any Noteholder
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for
the guarantee contained in this <U>Section&nbsp;2</U> or any property subject thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.5 <U>Guarantee Absolute
and Unconditional; Guarantor Waivers; Guarantor Consents</U>. Each Guarantor waives, to the extent permitted by law, any and all notice
of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or
any Noteholder upon the guarantee contained in this <U>Section&nbsp;2</U> or acceptance of the guarantee contained in this <U>Section&nbsp;2</U>;
the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended
or waived, in reliance upon the guarantee contained in this <U>Section&nbsp;2</U>; and all dealings between the Company and any of the
Guarantors on the one hand, and the Collateral Agent and the Noteholders, on the other hand, likewise shall be conclusively presumed
to have been had or consummated in reliance upon the guarantee contained in this <U>Section&nbsp;2</U>. Each Guarantor further waives,
to the extent permitted by law:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a)  diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the other Guarantors with
respect to the Obligations;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) any
right to require any Noteholder to marshal assets in favor of the Company, such Guarantor, any other Guarantor or any other Person, to
proceed against the Company, any other Guarantor or any other Person, to proceed against or exhaust any of the Collateral, to give notice
of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral
for the Obligations or to comply with any other provisions of Section 9-611 of the UCC (or any equivalent provision of any other applicable
law) or to pursue any other right, remedy, power or privilege of any Noteholder whatsoever;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) the
defense of the statute of limitations in any action hereunder or for the collection or performance of the Obligations;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) any
defense arising by reason of any lack of corporate or other authority or any other defense of the Company, such Guarantor or any other
Person;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) any
defense based upon the Collateral Agent&rsquo;s or any Noteholders errors or omissions in the administration of the Obligations (but not
any defense based upon gross negligence, willful misconduct or bad faith on the part of the Collateral Agent or any Noteholder);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(f) any
rights to set-offs and counterclaims (other than counterclaims based on gross negligence, willful misconduct or bad faith on the part
of the Collateral Agent or any Noteholder);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(g) any
defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys
or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against the Company or any other obligor
of the Obligations for reimbursement; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(h) without
limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or
afforded by applicable law that limit the liability of or exonerate guarantors or sureties (other than any defense of payment of the Obligations
to the extent of such payment) or which may conflict with the terms of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">Each Guarantor understands and
agrees that the guarantee contained in this <U>Section&nbsp;2</U> shall be construed as a continuing, absolute and unconditional guarantee
of payment (and not collection) without regard to (i) the validity or enforceability of the Credit Agreement or any other Transaction
Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Collateral Agent or any Noteholder, (ii) any defense, setoff or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by the Company or any other Person against the Collateral
Agent or any Noteholder, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor)
which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company and the Guarantors for the Obligations,
or of such Guarantor under the guarantee contained in this <U>Section&nbsp;2</U>, in bankruptcy or in any other instance, (iv) any Insolvency
Proceeding with respect to the Company, any Guarantor or any other Person, (v) any merger, acquisition, consolidation or change in structure
of the Company or any Guarantor, or any sale, lease, transfer or other disposition of any or all of the assets or Capital Stock of the
Company or any Guarantor, (vi) any assignment or other transfer, in whole or in part, of any Noteholders interests in and rights under
this Agreement or the other Transaction Documents, including any Noteholders right to receive payment of the Obligations, or any assignment
or other transfer, in whole or in part, of any Noteholders interests in and to any of the Collateral, (vii) any Noteholders vote, claim,
distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to any of the Obligations, and (viii) any
other guaranty, whether by such Guarantor or any other Person, of all or any part of the Obligations or any other indebtedness, obligations
or liabilities of any Guarantor to any Noteholder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">When making any demand hereunder
or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any Noteholder may, but shall be
under no obligation to make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company, any other
Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect
thereto. Any failure by the Collateral Agent or any Noteholder to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Noteholder
against any Guarantor. For the purposes hereof &ldquo;demand&rdquo; shall include the commencement and continuance of any legal proceedings.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">Each Guarantor acknowledges
that all or any portion of the Obligations may now or hereafter be secured by a Lien or Liens upon real property owned or leased by any
Company or any other Guarantor and evidenced by certain documents including, without limitation, deeds of trust and assignments of rents.
Any Noteholder may, pursuant to the terms of said real property security documents and applicable law, foreclose under all or any portion
of one or more of said Liens by means of judicial or nonjudicial sale or sales. Each Guarantor agrees that any Noteholder may exercise
whatever rights and remedies it may have with respect to said real property security, all without affecting the liability of any Guarantor
hereunder, except to the extent such Noteholder realizes payment by such action or proceeding. No election to proceed in one form of action
or against any party, or on any obligation shall constitute a waiver of any Noteholders right to proceed in any other form of action or
against any Guarantor or any other Person, or diminish the liability of any Guarantor, or affect the right of such Noteholder to proceed
against any Guarantor for any deficiency, except to the extent such Noteholder realizes payment by such action, notwithstanding the effect
of such action upon any Guarantor&rsquo;s rights of subrogation, reimbursement or indemnity, if any, against any Company, any other Guarantor
or any other Person.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">Each Guarantor further unconditionally
consents and agrees that, without notice to or further assent from any Guarantor: (a)&nbsp;the principal amount of the Obligations may
be increased or decreased and additional indebtedness or obligations of the Company or any other Guarantor under the Transaction Documents
may be incurred, by one or more amendments, modifications, renewals or extensions of any Transaction Document or otherwise; (b)&nbsp;the
time, manner, place or terms of any payment under any Transaction Document may be extended or changed, including by an increase or decrease
in the interest rate on any Secured Obligation or any fee or other amount payable under such Transaction Document, by an amendment, modification
or renewal of any Transaction Document or otherwise; (c)&nbsp;the time for the Company&rsquo;s performance of or compliance with any term,
covenant or agreement on its part to be performed or observed under any Transaction Document may be extended, or such performance or compliance
waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Collateral
Agent may deem proper; (d)&nbsp;in addition to the Collateral, the Noteholders may take and hold other security (legal or equitable) of
any kind, at any time, as collateral for the Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender,
release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result
of any such action, and may apply such security and direct the order or manner of sale thereof; (e) any Noteholder may discharge or release,
in whole or in part, any other Guarantor or any Grantor or other Person liable for the payment and performance of all or any part of the
Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce
payment upon any of the Collateral, nor shall any Noteholder be liable to any Guarantor for any failure to collect or enforce payment
or performance of the Obligations from any Person or to realize upon the Collateral, and (f)&nbsp;the Noteholders may request and accept
other guaranties of the Obligations and any other indebtedness, obligations or liabilities of the Company or any other Subsidiary to any
Noteholder and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend
any such guaranty and may permit or consent to any such action or the result of any such action; in each case of the foregoing clauses
(a) through (f), as the Noteholders may deem advisable, and without impairing, abridging, releasing or affecting this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.6 <U>Reinstatement</U>.
The guarantee contained in this <U>Section&nbsp;2</U> shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or reduced in an amount or must otherwise be restored or returned
by the Collateral Agent or any Noteholder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company
or any Guarantor, or upon or as a result of the appointment of a receiver, administrator, administrative receiver, executor, intervenor
or conservator of, or trustee or similar officer for, the Company or any such Guarantor or any substantial part of its respective property,
or otherwise, all as though such payments had not been made.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">2.7 <U>Payments</U>. Each
Guarantor hereby guarantees that payments hereunder will be paid to the Noteholders without setoff or counterclaim in U.S. Dollars.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
3. </FONT><U>Grant of Security Interest</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) As collateral security for
the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the
Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns,
for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor&rsquo;s
right, title and interest in, to and under all personal property and assets of such Grantor, wherever located and whether now or hereafter
existing and whether now owned or hereafter acquired, of every kind, nature and description, whether tangible or intangible (the &ldquo;<B>Collateral</B>&rdquo;),
including, without limitation, the following:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) all Accounts;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) all Chattel Paper (whether
tangible or Electronic Chattel Paper);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iii) all Commercial Tort
Claims, including, without limitation, those specified on <U>Schedule VI</U> hereto;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iv) all Documents;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(v) all Equipment;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(vi) all Fixtures;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(vii) all General Intangibles
(including, without limitation, all Payment Intangibles);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(viii) all Goods;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ix) all Instruments (including,
without limitation, all Promissory Notes and each certificated Security);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(x) all Inventory;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xi) all Investment Property
(and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged Operating Agreements and Pledged
Partnership Agreements);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xii) all Intellectual Property
and all Licenses;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xiii) all Letter-of-Credit
Rights;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xiv) all Pledged Collateral;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xv) all Pledged Accounts,
all cash and other property from time to time deposited therein, and all monies and property in the possession or under the control of
the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the Collateral Agent or any such Noteholder;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xvi) all Supporting Obligations;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xvii) all other tangible
and intangible personal property of each Grantor (whether or not subject to the Code), including, without limitation, all Deposit Accounts
and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the property of any Grantor described in the preceding clauses of this <U>Section 3(a)</U>
(including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held
by each Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without
limitation, all tapes, desks, cards, Software, data and computer programs in the possession or under the control of any Grantor or any
other Person from time to time acting for any Grantor, in each case, to the extent of such Grantor&rsquo;s rights therein, that at any
time evidence or contain information relating to any of the property described in the preceding clauses of this <U>Section 3(a)</U> or
are otherwise necessary or helpful in the collection or realization thereof; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(xviii) all Proceeds, including
all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">in each case howsoever any Grantor&rsquo;s interest
therein may arise or appear (whether by ownership, security interest, claim or otherwise).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) Each Grantor agrees not
to further encumber, or permit any other Lien (other than Permitted Liens) to exist that encumbers, any of its Intellectual Property,
including, without limitation, any of its Copyrights, Copyright applications, Copyright registrations and like protections in each work
of authorship and derivative work, whether published or unpublished, Licenses, Patents, Patent applications and like protections, including,
without limitation, improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks,
service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill
of the business of such Grantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented
inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, in each case without
the Collateral Agent&rsquo;s prior written consent (which consent may be withheld or given in the Collateral Agent&rsquo;s sole and absolute
discretion).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) In addition, to secure the
prompt and complete payment and performance in full and observance of the Obligations, as and when due, and in order to induce the Buyers
as aforesaid, each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the
Collateral Agent and the Noteholders, a right of set-off against the property of such Grantor held by the Collateral Agent, for itself
and for the ratable benefit of the Noteholders, consisting of property described above in <U>Section 3(a)</U> now or hereafter in the
possession or custody of or in transit to the Collateral Agent, for any purpose, including safekeeping, collection or pledge, for the
account of such Grantor, or as to which such Grantor may have any right or power; provided that such right shall only to be exercised
after an Event of Default has occurred and is continuing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
4. </FONT><U>Security for Obligations</U>. The Lien and security interest created hereby in the Collateral constitutes continuing collateral
security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter
incurred (collectively, the &ldquo;<B>Obligations</B>&rdquo;):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) the payment by the Company
and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of
all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction
Documents; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) the due and punctual performance
and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents,
including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
5. </FONT><U>Representations and Warranties</U>. Each Grantor represents and warrants for and as to itself as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) <U>Schedule I</U> hereto
sets forth (i) the exact legal name of each Grantor, and (ii) the state of incorporation, organization or formation and the organizational
identification number of each Grantor in such state. The information set forth in <U>Schedule I</U> hereto with respect to such Grantor
is true and accurate in all material respects. Such Grantor has not previously changed its name (or operated under any other name), jurisdiction
of organization or organizational identification number from those set forth in <U>Schedule I</U> hereto except as disclosed in <U>Schedule
I</U> hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) There is no pending or,
to its knowledge, written notice threatening any action, suit, proceeding or claim affecting any Grantor before any Governmental Authority
or any arbitrator, or any order, judgment or award issued by any Governmental Authority or arbitrator, in each case, that may materially
and adversely affect the grant by any Grantor, or the perfection, of the Lien and security interest purported to be created hereby in
the Collateral, or the exercise by the Collateral Agent of any of its rights or remedies hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) All Federal, state and local
tax returns and other reports required by applicable law to be filed by any Grantor have been filed, or extensions have been obtained,
and all taxes, assessments and other governmental charges or levies imposed upon any Grantor or any property of any Grantor (including,
without limitation, all federal income and social security taxes on employees&rsquo; wages) and which have become due and payable on or
prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition
of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for
the payment thereof in accordance with GAAP, in each case except as would not reasonably be expected to have a Material Adverse Effect.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) All Equipment, Fixtures,
Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of each Grantor hereafter existing
will be, located and/or based at the addresses specified therefor in <U>Schedule III</U> hereto, except that each Grantor will give the
Collateral Agent written notice of any change in the location of any such Collateral within 20 days of such change, other than to locations
set forth on <U>Schedule III</U> hereto (and with respect to which the Collateral Agent has filed financing statements and otherwise fully
perfected its Liens thereon). Each Grantor&rsquo;s principal place of business and chief executive office, the place where each Grantor
keeps its Records concerning the Collateral and all originals of all Chattel Paper in which any Grantor has any right, title or interest
are located and will continue to be located at the addresses specified therefor in <U>Schedule III</U> hereto. None of the Accounts in
which any Grantor has any right, title or interest is or will be evidenced by Promissory Notes or other Instruments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) (i) On the Closing Date
or on the date on which it becomes a party to this Agreement pursuant to <U>Section 6(m)</U> (in the case of any other Grantor) and upon
written request of the Collateral Agent, each Grantor shall deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated) to the extent such
Pledged Securities, in the case of Promissory Notes and other Instruments evidencing debt, are required to be delivered pursuant to <U>Section
6(a)</U>. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for
so long as such Uncertificated Securities remain uncertificated), such Grantor shall promptly, and in any event within 30 days (or such
longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged
Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing debt,
are required to be delivered pursuant to <U>Section 6(a)</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(ii) Each Grantor will cause
all debt for borrowed money owed to such Grantor by any other Person to be evidenced by a duly executed Promissory Note, and shall cause
each such Promissory Note to be pledged and delivered to the Collateral Agent upon written request, (i) on the date hereof, in the case
of any such debt existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the
date such Grantor becomes a party hereto, in the case of any such debt existing on such date) or (ii) promptly following the incurrence
thereof, in the case of any such debt incurred after the date hereof (or such other date), in each case pursuant to the terms hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(iii) Upon delivery to the Collateral
Agent, (i) any Pledged Securities required to be delivered pursuant to <U>Section 5(e)(i)</U> and/or <U>5(e)(ii) </U>shall be accompanied
by undated stock or note powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory
to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request in order to effect
the transfer of such Pledged Securities and (ii) all other property comprising part of the Pledged Collateral required to be delivered
pursuant to <U>Section 5(e)(i)</U> and/or <U>5(e)(ii)</U> shall be accompanied by undated proper instruments of assignment duly executed
by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request in order to effect transfer
of such Pledged Collateral. Each delivery of Pledged Securities or other Pledged Collateral shall be accompanied by a schedule describing
such Pledged Securities or Pledged Collateral, as the case may be, which schedule shall be deemed to supplement <U>Schedule IV</U> and
be made a part hereof; <U>provided</U> that failure to attach any such schedule hereto shall not affect the validity of such pledge of
such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(f) Set forth in <U>Schedule
IV</U> hereto is a complete and accurate list, as of the date of this Agreement, of (i) all Pledged Debt, specifying the debtor thereof
and the outstanding principal amount thereof as of the Closing Date, Securities and other Instruments in which any Grantor has any right,
title or interest, and (ii) each Pledged Account of each Grantor, together with the name and address of each institution at which each
such Pledged Account is maintained, the account number for each such Pledged Account and a description of the purpose of each such Pledged
Account. Set forth in <U>Schedule II</U> hereto is a complete and correct list of each trade name used by each Grantor and the name of,
and each trade name used by, each Person from which each Grantor has acquired any substantial part of the Collateral. All of the Pledged
Debt, to the best of the Grantors&rsquo; knowledge (provided that no such knowledge qualification applies to Pledged Debt issued by a
Grantor or a Subsidiary), is the legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance
with its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(g) The Licenses described in
<U>Schedule II</U> hereto, including all schedules and exhibits thereto, represent all of the Licenses of the Grantors existing on the
date of this Agreement. Each such License sets forth the entire agreement and understanding of the parties thereto relating to the subject
matter thereof, and there are no other material agreements, arrangements or understandings, written or oral, relating to the matters covered
thereby or the rights of such Grantor or any of its Affiliates in respect thereof. Each material License now existing is, and any material
License entered into in the future will be, the legal, valid and binding obligation of the parties thereto, enforceable against such parties
in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation
or other similar laws and equitable principles relating to or affecting the enforcement of creditors&rsquo; rights generally. No default
under any material License by any such party has occurred, nor does any defense, offset, deduction or counterclaim exist thereunder in
favor of any such party.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(h) Each Grantor owns and controls,
or otherwise possesses adequate rights to use, all of its Intellectual Property, which is the only Intellectual Property necessary to
conduct its business in substantially the same manner as conducted as of the date hereof. <U>Schedule II</U> hereto sets forth a true
and complete list of all Intellectual Property owned or used by each Grantor as of the date hereof, and applications for grant or registration
of Intellectual Property. To the knowledge of each Grantor, no such Intellectual Property of any Grantor 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
other than any such expirations or terminations that, individually or in the aggregate, are not reasonably likely to have a Material Adverse
Effect. Except as set forth in <U>Schedule II</U> (x) no Grantor has any knowledge of any infringement by such Grantor of Intellectual
Property of others which infringement is reasonably likely to have a Material Adverse Effect, (y) there is no claim, action or proceeding
being made or brought, or to the knowledge of any Grantor, being threatened, against such Grantor regarding its Intellectual Property,
which claim, action or proceeding would reasonably be expected to result in a Material Adverse Effect, and (z) no Grantor is aware of
any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Grantors
have taken reasonable security measures to protect the secrecy and confidentiality of all of the Intellectual Property.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(i) Each Grantor is and will
be at all times the sole and exclusive owner of the Collateral in which such Grantor has granted a Lien and security interest hereunder
free and clear of any Liens, except for (i) Permitted Liens thereon and (ii) certain Intellectual Property rights of the Company which
is jointly owned by the Company with certain third parties as described in <U>Schedule II</U> hereto. No effective financing statement
or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office except such
as (i) may have been filed in favor of the Collateral Agent and/or the Noteholders relating to this Agreement or the other Transaction
Documents, or (ii) are intended to perfect Permitted Liens existing as of the date hereof and disclosed on <U>Schedule VII</U> hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(j) The exercise by the Collateral
Agent of any of its rights and remedies hereunder will not contravene any law or any contractual restriction binding on or otherwise affecting
any Grantor or any of its properties and will not result in or require the creation of any Lien, upon or with respect to any of its properties
other than as granted pursuant to this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(k) No authorization or approval
or other action by, and no notice to or filing with, any Governmental Authority, is required for (i) the grant by each Grantor, or the
perfection, of the Lien and security interest purported to be created hereby in the Collateral, or (ii) the exercise by the Collateral
Agent of any of its rights and remedies hereunder, except for (A) the filing under the Code as in effect in the applicable jurisdiction
of the financing statements described in <U>Schedule V</U> hereto, (B) with respect to all Pledged Accounts, and all cash and other property
from time to time deposited therein, the execution of a Account Control Agreement with the depository or other institution with which
the applicable Pledged Accounts are maintained, as provided in <U>Section 6(i)</U>, (C) with respect to Commodity Contracts, the execution
of a control agreement with the commodity intermediary with which such Commodity Contract is carried, as provided in <U>Section 6(i)</U>,
(D) with respect to the perfection of the security interest created hereby in the United States Intellectual Property and Licenses, the
recording of the appropriate Intellectual Property Security Agreement in the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, (E) with respect to the perfection of the security interest created hereby in foreign Intellectual Property
and Licenses, registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions
relating to such foreign Intellectual Property and Licenses, (F) with respect to the perfection of the security interest created hereby
in any Letter-of-Credit Rights, the consent of the issuer of the applicable letter of credit to the assignment of proceeds as provided
in the Code as in effect in the applicable jurisdiction, (G) with respect to Investment Property constituting uncertificated securities,
the applicable Grantor causing the issuer thereof either (i) to register the Collateral Agent as the registered owner of such securities
or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions
with respect to such securities originated by the Collateral Agent without further consent of such Grantor, such authenticated record
to be in form and substance satisfactory to the Collateral Agent, (H) with respect to Investment Property constituting certificated securities
or instruments, such items to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to
the Collateral Agent, (I) with respect to any action that may be necessary to obtain control of Collateral constituting Commodity Contracts,
Electronic Chattel Paper or Letter of Credit Rights, the taking of such actions, and (J) the Collateral Agent having possession of all
Documents, Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) through (J) each a &ldquo;<B>Perfection Requirement</B>&rdquo;
and collectively, the &ldquo;<B>Perfection Requirements</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(l) This Agreement creates in
favor of the Collateral Agent a legal, valid and enforceable Lien on and security interest in the Collateral, as security for the Obligations.
The performance of the Perfection Requirements results in the perfection of such Lien on and security interest in the Collateral. Such
Lien and security interest is (or in the case of Collateral in which any Grantor obtains any right, title or interest after the date hereof,
will be), subject only to Permitted Liens and the Perfection Requirements, a first priority, valid, enforceable and perfected Lien on
and security interest in all personal property of each Grantor. Such recordings and filings and all other action necessary to perfect
and protect such Lien and security interest have been duly taken (and, in the case of Collateral in which any Grantor obtains right, title
or interest after the date hereof, will be duly taken), except for the Collateral Agent&rsquo;s having possession of all Documents, Chattel
Paper, Instruments and cash constituting Collateral after the date hereof and the other actions, filings and recordations described above,
including the Perfection Requirements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(m) As of the date hereof, no
Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except for the Commercial Tort Claims
described in <U>Schedule VI</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(n) All of the Pledged Equity
is presently owned by the applicable Grantor as set forth in <U>Schedule IV</U> free and clear of all Liens other than Permitted Liens,
and is presently represented by the certificates listed on <U>Schedule IV</U> hereto (if applicable). As of the date hereof, there are
no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Equity other than as contemplated
and permitted by the Transaction Documents. Each Grantor is the sole holder of record and the sole beneficial owner of the Pledged Equity,
as applicable. None of the Pledged Equity has been issued or transferred in violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or transfer may be subject. The Pledged Equity constitutes 100% or such other
percentage as set forth on <U>Schedule IV</U> of the issued and outstanding shares of Capital Stock of the applicable Pledged Entity.
All of the Pledged Equity has been duly and validly authorized and issued by the issuer thereof and (i) in the case of Pledged Equity
(other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant
organizational or formation documents, cannot be fully paid and non-assessable), is fully paid and non-assessable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(o) Such Grantor (i) is a corporation,
limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate, limited liability company or limited
partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute and deliver this
Agreement and each other Transaction Document to which such Grantor is a party, and to consummate the transactions contemplated hereby
and thereby and (iii) is duly qualified to do business and is 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, except where the failure to be in
good standing or so qualified would not be reasonably likely to result in a Material Adverse Effect.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(p) The execution, delivery
and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor is a party (i) have been duly
authorized by all necessary corporate, limited liability company or limited partnership action, (ii) do not and will not contravene its
charter or by-laws, limited liability company or operating agreement, certificate of partnership or partnership agreement, as applicable,
or any applicable law or any contractual restriction binding on such Grantor or its properties, (iii) do not and will not result in or
require the creation of any Lien (other than pursuant to any Transaction Document) upon or with respect to any of its assets or properties,
and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
material permit, license, authorization or approval applicable to it or its operations or any of its material assets or properties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(q) This Agreement has been
duly executed and delivered by each Grantor and is the legal, valid and binding obligation of such Grantor, enforceable against such Grantor
in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(r) There are no conditions
precedent to the effectiveness of this Agreement that have not been satisfied or waived.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
6. </FONT><U>Covenants as to the Collateral</U>. Until all of the Obligations shall have been fully performed and Paid in Full, unless
the Collateral Agent shall otherwise consent in writing (in its sole and absolute discretion):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) <U>Further Assurances</U>.
Each Grantor will, at its expense, at any time and from time to time, promptly execute and upon written request by the Collateral Agent,
deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to:
(i) perfect and protect the Lien and security interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the Controlled Accounts; or
(iii) otherwise effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper and
each License and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral with a legend, in form and
substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, License or Collateral is subject to the Lien and security
interest created hereby, (B) delivering and pledging to the Collateral Agent each Promissory Note, Security (subject to the limitations
set forth in <U>Section 3</U>), Chattel Paper or other Instrument, now or hereafter owned by any Grantor, duly endorsed and accompanied
by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing
(to the extent, if any, that any Grantor&rsquo;s signature is required thereon) or authenticating the filing of, such financing or continuation
statements, or amendments thereto, as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve
the security interest created hereby, (D) furnishing to the Collateral Agent from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably
request, all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral
Agent&rsquo;s security interest created hereby and obtaining a written acknowledgment from such Person, in form and substance reasonably
satisfactory to the Collateral Agent, that such Person holds possession of the Collateral for the benefit of the Collateral Agent (for
the ratable benefit of the Collateral Agent and the Noteholders), (F) if at any time after the date hereof, any Grantor acquires or holds
any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description
of such Commercial Tort Claim and granting to the Collateral Agent a Lien and security interest therein and in the Proceeds thereof, which
writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, and (G) taking
all actions required by the Code or by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any
foreign jurisdiction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) <U>Location of Collateral</U>.
Each Grantor will keep the Collateral (i) at the locations specified therefor on <U>Schedule III</U> hereto, or (ii) at such other locations
set forth on <U>Schedule III</U> and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected
its Liens thereon, or (iii) at such other locations in the United States, provided that 30 days prior to any change in the location of
any Collateral to such other location, or upon the acquisition of any Collateral to be kept at such other locations, the Grantors shall
give the Collateral Agent written notice thereof and deliver to the Collateral Agent a new <U>Schedule III</U> indicating such new locations
and such other written statements and schedules as the Collateral Agent may require.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) <U>Condition of Equipment</U>.
Each Grantor will maintain or cause to be maintained and preserved in good condition, repair and working order, ordinary wear and tear
excepted, the Equipment (necessary or material to its business) and will forthwith, or in the case of any loss or damage to any Equipment
of any Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs, replacements
and other improvements in connection therewith which are necessary or desirable, consistent with past practice, or which the Collateral
Agent may reasonably request to such end. Any Grantor will promptly furnish to the Collateral Agent a statement describing in reasonable
detail any such loss or damage to any Equipment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) <U>Taxes, Etc</U>. Each
Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and
all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity
thereof is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the
non-payment thereof and with respect to which adequate reserves in accordance with GAAP have been set aside for the payment thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) <U>Insurance</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) Each Grantor will, at
its own expense, maintain insurance (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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) To the extent requested
by the Collateral Agent at any time and from time to time, each such policy for liability insurance shall provide for all losses to be
paid on behalf of the Collateral Agent and any Grantor as their respective interests may appear, and each policy for property damage insurance
shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent. In addition to and without limiting the
foregoing, to the extent requested by the Collateral Agent at any time and from time to time, each such policy shall in addition (A) name
the Collateral Agent as an additional insured party and/or loss payee, as applicable, thereunder (without any representation or warranty
by or obligation upon the Collateral Agent) as its interests may appear, (B) contain an agreement by the insurer that any loss thereunder
shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or breach of representation or warranty
by any Grantor, (C) provide that there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with
respect thereto, and (D) provide that at least 30 days&rsquo; prior written notice of cancellation, lapse, expiration or other adverse
change shall be given to the Collateral Agent by the insurer. Any Grantor will, if so requested by the Collateral Agent, deliver to the
Collateral Agent original or duplicate policies of such insurance (including certificates demonstrating compliance with this Section 6(e))
and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance.
Any Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of such insurance policies
and cause the respective insurers to acknowledge notice of such assignment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iii) Reimbursement under
any liability insurance maintained by any Grantor pursuant to this <U>Section 6(e)</U> may be paid directly to the Person who shall have
incurred liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory, to the extent paragraph
(iv) of this <U>Section 6(e)</U> is not applicable, any proceeds of insurance involving such damage shall be paid to the Collateral Agent,
and any Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory, and any proceeds
of insurance maintained by any Grantor pursuant to this <U>Section 6(e)</U> (except as otherwise provided in paragraph (iv) in this <U>Section
6(e)</U>) shall be paid by the Collateral Agent to any Grantor as reimbursement for the reasonable costs of such repairs or replacements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iv) Notwithstanding anything
to the contrary in subsection 6(e)(iii) above, following the occurrence and during the continuance of an Event of Default, all insurance
payments in respect of each Grantor&rsquo;s properties and business shall be paid to the Collateral Agent and applied as specified in
<U>Section 8(b)</U> hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(f) <U>Provisions Concerning
the Name, Organization, Location, Accounts and Licenses</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) Each Grantor will (A)
give the Collateral Agent at least 30 days&rsquo; prior written notice of any change in such Grantor&rsquo;s name, identity or organizational
structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in <U>Schedule I</U> hereto, (C) immediately
notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such
identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during
normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) Each Grantor will (except
as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts.
In connection with such collections, any Grantor may (and, at the Collateral Agent&rsquo;s direction, will) take such action as any Grantor
or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; <U>provided</U>, <U>however</U>,
that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default
to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct
such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral
Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable
law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral
Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor&rsquo;s rights against the Account Debtors or
obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including,
without limitation, Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the
Collateral Agent hereunder (for the ratable benefit of the Collateral Agent and the Noteholders), shall be segregated from other funds
of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement)
to be applied as specified in <U>Section 8(b)</U> hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of
any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon
the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct
any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including,
without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire
transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct)
all or a portion of such Securities, cash, investments and other items held by such institution. Any such Securities, cash, investments
and other items so received by the Collateral Agent shall be applied as specified in accordance with <U>Section 8(b)</U> hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iii) Upon the occurrence
and during the continuance of any material breach or default under any material License referred to in <U>Schedule II</U> hereto by any
party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral
Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect
thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default,
or will obtain or acquire an appropriate substitute License.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iv) Each Grantor will, at
its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party
to any material License referred to in <U>Schedule II</U> hereto purports to exercise any of its rights or affect any of its obligations
thereunder, together with a copy of any reply by such Grantor thereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(v) Each Grantor will take
all action necessary or advisable to maintain in full force and effect all Intellectual Property of such Grantor that are necessary or
material to the conduct of its business.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(g) <U>Transfers and Other Liens</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) Except as otherwise expressly
permitted in the other Transaction Documents, no Grantor shall, directly or indirectly, sell, lease, license, assign, transfer, spin-off,
split-off, close, convey or otherwise dispose of any Collateral whether in a single transaction or a series of related transactions, other
than (A) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by such Grantor
for fair value in the ordinary course of business consistent with past practices and (B) sales of Inventory and product in the ordinary
course of business.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) Except as permitted under
Section 15 of the Notes no Grantor shall, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution
on any of its Capital Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iii) No Grantor shall, directly
or indirectly, without the prior written consent of the Required Holders, (A) issue any Notes (other than as contemplated by the Securities
Purchase Agreement and the Notes) or (B) issue any other Securities that would cause a breach or default under the Notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(iv) No Grantor shall 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
transactions permitted under Section 15(m) of the Notes or otherwise 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 than would be obtainable in a comparable arm&rsquo;s length transaction with a Person that is not an Affiliate thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(v) No Grantor will create,
suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(h) <U>Intellectual Property</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) If applicable, each Grantor
shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor (either itself or through licensees)
will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual Property in full force and
effect, including, without limitation, using the proper statutory notices, numbers and markings (relating to patent, trademark and copyright
rights) and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force and
free from any claim of abandonment for non-use, and each Grantor will not (nor permit any licensee thereof to) do any act or knowingly
omit to do any act whereby any Intellectual Property may become abandoned, cancelled or invalidated; provided, however, that so long as
no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to maintain any Intellectual Property
(A) that relates solely to any product or work, that is no longer necessary or material and has been, or is in the process of being, discontinued,
abandoned or terminated in the ordinary course of business and consistent with the exercise of reasonable business judgment, (B) that
is being replaced with Intellectual Property substantially similar to the Intellectual Property that may be abandoned or otherwise become
invalid, so long as the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such
replacement Intellectual Property and so long as such replacement Intellectual Property is subject to the Lien created by this Agreement
and does not have a material adverse effect on the business of any Grantor, (C) that is substantially the same as another Intellectual
Property that is in full force, so long the failure to use or maintain such Intellectual Property does not materially adversely affect
the validity of such replacement Intellectual Property and so long as such other Intellectual Property is subject to the Lien and security
interest created by this Agreement and does not have a material adverse effect on the business of any Grantor or (D) where the failure
to so use or maintain the Intellectual Property is expressly permitted by the Notes. Each Grantor will cause to be taken all necessary
steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office or any similar office
or agency in any other country or political subdivision thereof to maintain each registration of the Intellectual Property and application
for registration of Intellectual Property (other than the Intellectual Property described in the proviso to the immediately preceding
sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference
and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees. If any Intellectual Property
(other than Intellectual Property described in the proviso to the second sentence of subsection (i) of this clause (h)) is infringed,
misappropriated, diluted or otherwise violated in any material respect by a third party, each Grantor shall (x) upon learning of such
infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and (y) promptly sue for infringement,
misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement,
misappropriation, dilution or other violation, or take such other actions as such Grantor shall deem appropriate under the circumstances
to protect such Intellectual Property. Each Grantor shall furnish to the Collateral Agent from time to time upon its request statements
and schedules further identifying and describing the Intellectual Property and such other reports in connection with the Intellectual
Property as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following
receipt by the Collateral Agent of any such statements, schedules or reports, each Grantor shall modify this Agreement by amending Schedule
II hereto, as the case may be, to include any Intellectual Property, which is or hereafter becomes part of the Collateral under this Agreement
and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment of the Collateral
Agent, desirable to subject such Intellectual Property to the Lien and security interest created by this Agreement. Notwithstanding anything
herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may abandon, surrender or otherwise
permit any Intellectual Property to become abandoned, cancelled or invalid without the prior written consent of the Collateral Agent,
and if any Intellectual Property is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party,
each Grantor will take such reasonable action as the Collateral Agent shall deem appropriate under the circumstances to protect such Intellectual
Property.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) In no event shall any
Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark
or Copyright or the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or in any similar
office or agency of the United States or any country or any political subdivision thereof unless it gives the Collateral Agent prior written
notice thereof. Upon request of the Collateral Agent, any Grantor shall execute, authenticate and deliver any and all assignments, agreements,
instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent&rsquo;s security interest
hereunder in such Intellectual Property and the General Intangibles of any Grantor relating thereto or represented thereby, and each Grantor
hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable
until all Obligations are fully performed and Paid in Full.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(i) <U>Pledged Accounts</U>.
Upon written request by the Collateral Agent, each Grantor shall cause each bank and other financial institution which maintains an Account
(each a &ldquo;<B>Account Bank</B>&rdquo;) to execute and deliver to the Collateral Agent, in form and substance reasonably satisfactory
to the Collateral Agent, an Account Control Agreement with respect to such Controlled Account, duly executed by each Grantor and such
Account Bank, pursuant to which such Account Bank among other things shall irrevocably agree, with respect to such Controlled Account,
that (i) at any time after any Grantor or the Collateral Agent shall have notified such Account Bank that an Event of Default has occurred
and is continuing, such Account Bank will comply with any and all instructions originated by the Collateral Agent directing the disposition
of the funds in such Controlled Account without further consent by such Grantor, (ii) such Account Bank shall waive, subordinate or agree
not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment
of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other
items of payment, (iii) at any time after any Grantor or the Collateral Agent shall have notified such Account Bank that an Event of Default
has occurred and is continuing, with respect to each such Controlled Account, such Account Bank shall not comply with any instructions,
directions or orders of any form with respect to such Controlled Accounts other than instructions, directions or orders originated by
the Collateral Agent, (iv) all funds deposited by any Grantor with such Account Bank shall be subject to a perfected, first priority security
interest in favor of the Collateral Agent, and (v) upon receipt of written notice from the Collateral Agent during the continuance of
an Event of Default, such Account Bank shall immediately send to the Collateral Agent by wire transfer (to such account as the Collateral
Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such funds and other items held by it. No Grantor
shall create a new Pledged Account other than those set forth on <U>Schedule IV</U> without the prior written consent of the Collateral
Agent (not to be unreasonably withheld) and complying with the terms of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(j) <U>Control</U>. Each Grantor
hereby agrees to take any or all action that may be necessary or that the Collateral Agent may reasonably request in order for the Collateral
Agent to obtain &ldquo;control&rdquo; in accordance with Sections 9-105 through 9-107 of the Code with respect to the following Collateral:
(i) Electronic Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(l) <U>Inspection and Reporting</U>.
Once per year, or at any time after an Event of Default has occurred and is continuing, each Grantor shall permit the Collateral Agent,
or any agent or representatives thereof or such attorneys, accountant or other professionals or other Persons as the Collateral Agent
may designate (at Grantors&rsquo; sole cost and expense) (i) to examine and make copies of and abstracts from any Grantor&rsquo;s Records
and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and
other assets of any Grantor from time to time, and (iv) to conduct audits, physical counts, appraisals, valuations and/or examinations
at the locations of any Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such
attorneys, accountants or other professionals or other Persons as the Collateral Agent may designate to discuss such Grantor&rsquo;s affairs,
finances and accounts with any of its directors, officers, managerial employees, attorneys, independent accountants or any of its other
representatives. Without limiting the foregoing, the Collateral Agent may, at any time after an Event of Default has occurred and is continuing,
in the Collateral Agent&rsquo;s own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate
(by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors
in respect of Instruments or Pledged Debt of such Grantor to verify with such Persons, to the Collateral Agent&rsquo;s satisfaction, the
existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Pledged Debt, Chattel Paper, payment intangibles
and/or other receivables.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(m) <U>Future Subsidiaries</U>.
If any Grantor hereafter creates or acquires any domestic Subsidiary, within thirty (30) days of the creation or acquisition of such domestic
Subsidiary, such Grantor shall, upon written request of the Collateral Agent (i) cause such Subsidiary to become a party to this Agreement
as an additional &ldquo;Grantor&rdquo; hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate
(including, without limitation, an updated <U>Schedule IV</U> to reflect the grant by such Grantor of a Lien on and security interest
in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) deliver to the Collateral Agent the stock certificates
representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank
(or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent
that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance
with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (iv) duly execute
and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel
and other documents as the Collateral Agent shall request with respect thereto. Each Grantor hereby authorizes the Collateral Agent to
attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered
to the Collateral Agent shall for all purposes hereunder be considered Collateral. With respect to such shares of Capital Stock, the Collateral
Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the
perfection of the Lien created in such shares of Capital Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
7. </FONT><U>Additional Provisions Concerning the Collateral.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) To the maximum extent permitted
by applicable law, and for the purpose of taking any action that the Collateral Agent may reasonably deem necessary or advisable to accomplish
the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or
other documents in such Grantor&rsquo;s name and to file such agreements, instruments or other documents in such Grantor&rsquo;s name
and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more financing
or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements
that (A) describe the Collateral as &ldquo;all assets&rdquo; or &ldquo;all personal property&rdquo; (or words of similar effect) or that
describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine regardless of whether any particular
asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part
of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office
acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an
organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization
to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date
hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall
be sufficient as a financing statement where permitted by law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) After an Event of Default
has occurred and for so long as such Event of Default is continuing, each Grantor hereby irrevocably appoints the Collateral Agent as
its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise,
from time to time in the Collateral Agent&rsquo;s discretion, to take any action and to execute any instrument which the Collateral Agent
may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to obtain
and adjust insurance required to be paid to the Collateral Agent pursuant to <U>Section 6(e)</U> hereof, (ii) to ask, demand, collect,
sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral,
(iii) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii)
above, (iv) to file any claims or take any action or institute any action, suit or proceedings which the Collateral Agent may deem necessary
or desirable for the collection of any Collateral or otherwise to enforce the rights of the Collateral Agent and the Noteholders with
respect to any Collateral, (v) to execute assignments, licenses and other documents to enforce the rights of the Collateral Agent and
the Noteholders with respect to any Collateral, and (vi) to verify any and all information with respect to any and all Accounts. This
power is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) For the purpose of enabling
the Collateral Agent to exercise rights and remedies hereunder, at such time after an Event of Default shall have occurred and be continuing
as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby
grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty
or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property in which such Grantor now or hereafter
has any right, title or interest, wherever the same may be located, including, without limitation, in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout
thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement
that limit the right of any Grantor to dispose of its property, and <U>Section 6(g)</U> and <U>Section 6(h)</U> hereof, so long as no
Event of Default shall have occurred and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly
permitted by any of the other Transaction Documents. In furtherance of the foregoing, unless an Event of Default shall have occurred and
be continuing, the Collateral Agent shall from time to time, upon the request of any Grantor, execute and deliver any instruments, certificates
or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor&rsquo;s judgment)
to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any
Intellectual Property). Further, upon the full performance and Payment in Full of all of the Obligations, the Collateral Agent (subject
to <U>Section 11(e)</U> hereof) shall release and reassign to any Grantor all of the Collateral Agent&rsquo;s right, title and interest
in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights
and remedies hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore
granted by each Grantor in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from
any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the
Collateral Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent&rsquo;s
gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) If any Grantor fails to
perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement
or obligation, in the name of such Grantor or the Collateral Agent, and the reasonable expenses of the Collateral Agent incurred in connection
therewith shall be payable by such Grantor pursuant to <U>Section 9</U> hereof and such obligation shall be secured by the Collateral.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) The powers conferred on
the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it
hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(f) Anything herein to the contrary
notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to any of the Collateral to the extent
set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the
exercise by the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations
under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any obligation or liability
by reason of this Agreement under the Licenses or with respect to any of the other Collateral, nor shall the Collateral Agent be obligated
to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(g) Unless and until an Event
of Default shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of Default, the Collateral Agent shall
have notified the Grantors that the rights of the Grantors under this <U>Section 7(g)</U> are being suspended:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(i) Each Grantor shall
be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any
part thereof for any purpose consistent with the terms of this Agreement and the other Transaction Documents.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(ii) The Collateral
Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers
of attorney and other instruments as such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise
the voting and/or consensual rights and powers it is entitled to exercise pursuant to <U>Section 7(g)(i)</U>, in each case as shall be
specified in such request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(iii) Each Grantor
shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect
of the Pledged Collateral, to the extent (and only to the extent) that such dividends, interest, principal and other distributions are
permitted by, the other Transaction Documents and applicable laws; <U>provided</U> that any noncash dividends, interest, principal or
other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification
of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such
issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held
in trust for the benefit of the Collateral Agent and shall, to the extent required by <U>Section 5(e)(i)</U> and/or <U>5(e)(ii))</U> be
forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or documents set forth in
<U>Section 5(e)(iii)</U> or as otherwise reasonably requested by the Collateral Agent). So long as no Event of Default has occurred and
is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be
delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(h) Upon the occurrence and
during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Collateral Agent
shall have notified the Grantors of the suspension of the rights of the Grantors under Section 7(g)(iii), all rights of any Grantor to
dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 7(g)(iii) shall cease,
and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority
to receive and retain such dividends, interest, principal or other distributions as part of the Pledged Collateral, subject to <U>Section
7(k)</U> and the last sentence of this <U>Section 7(h)</U>. All dividends, interest, principal or other distributions received by any
Grantor contrary to the provisions of <U>Section 7(g)</U> or this <U>Section 7(h)</U> shall be held in trust for the benefit of the Collateral
Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement
reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant
to the provisions of <U>Section 7(g)</U> and/or this <U>Section 7(h)</U> shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance
of the Obligations and shall be applied in accordance with the provisions of <U>Section 8</U>. After all Events of Default have been cured
or waived, and the Grantors have delivered to the Collateral Agent a certificate of an executive officer to such effect, the Collateral
Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor
would otherwise be permitted to retain pursuant to the terms of <U>Section 7(g)(iii)</U> in the absence of an Event of Default and that
remain in such account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(i) Upon the occurrence and
during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Collateral Agent
shall have notified the Grantors of the suspension of the rights of the Grantors under <U>Section 7(g)(i)</U>, all rights of any Grantor
to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to <U>Section 7(g)(i)</U>, and the obligations
of the Collateral Agent under <U>Section 7(g)(ii)</U>, shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers subject to
<U>Section 7(k)</U> and the last sentence of this <U>Section 7(i)</U>; <U>provided</U> that, the Collateral Agent shall have the right
from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all
Events of Default have been cured or waived, and the Grantors have delivered to the Collateral Agent a certificate of an executive officer
to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor
would otherwise be entitled to exercise pursuant to the terms of <U>Section 7(g)(i)</U>, and the obligations of the Collateral Agent under
<U>Section 7(g)(ii)</U> shall be reinstated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(j) Any notice given by the
Collateral Agent to the Grantors under <U>Section 7(g)</U> or <U>Section 7(h)</U> (i) may be given by telephone if promptly confirmed
in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights
of the Grantors under <U>Section 7(g)(i)</U> or <U>7(g)(iii)</U> in part without suspending all such rights (as specified by the Collateral
Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent&rsquo;s rights to give additional
notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(k) Nothing contained in this
Agreement shall be construed to make the Collateral Agent or any Buyer liable as a member of any limited liability company or as a partner
of any partnership, and neither the Collateral Agent nor any Buyer by virtue of this Agreement or otherwise (except as referred to in
the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a
partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the absolute owner of Pledged
Equity consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed
as creating a partnership or joint venture among the Collateral Agent, any Buyer, any Grantor and/or any other Person.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(l) As long as no Event of Default
shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of Default, until written notice shall be given
to the applicable Grantor:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(i) Each Grantor shall have
the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part thereof for all purposes not inconsistent
with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction Document; provided, however, that no
vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of
the Collateral Agent in respect of the Pledged Equity or which would authorize, effect or consent to (unless and to the extent not prohibited
by the Securities Purchase Agreement):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">(A) the dissolution
or liquidation, in whole or in part, of a Pledged Entity;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">(B) the consolidation
or merger of a Pledged Entity with any other Person;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">(C) the sale, disposition
or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">(D) any change in
the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional
shares of its Capital Stock; or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: left; text-indent: 0.5in">(E) the alteration
of the voting rights with respect to the Capital Stock of a Pledged Entity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(m) (i) Each Grantor shall be
entitled, from time to time, to collect and receive for its own use all: (A) cash dividends and interest paid in respect of the Pledged
Equity to the extent not in violation of the Securities Purchase Agreement; (B) dividends and interest paid or payable other than in cash
in respect of any Pledged Equity, and instruments and other property received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Equity; (C) dividends and other distributions paid or payable in cash in respect of any Pledged Equity in connection
with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of
a Pledged Entity; and (D) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange
for, any Pledged Equity; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien
created by this Agreement; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1.5in">(ii) all dividends and interest
(other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance with clause (i) above) and all other
distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged
Equity and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent (for the ratable benefit of
the Collateral Agent and the Noteholders), be segregated from the other property or funds of such Grantor, and be forthwith delivered
to the Collateral Agent as Pledged Equity in the same form as so received (with any necessary endorsement).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
8. </FONT><U>Remedies Upon Event of Default; Application of Proceeds</U>. If any Event of Default shall have occurred and be continuing:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) The Collateral Agent may
exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, in any other Transaction Document
or otherwise available to it, all of the rights and remedies of a Noteholder upon default under the Code (whether or not the Code applies
to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the
Collateral Agent&rsquo;s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done
so) and thereafter receive, for the ratable benefit of itself and the Noteholders, all payments made thereon, give all consents, waivers
and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble
all or part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place
or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into
and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable
period in order to effectuate the Collateral Agent&rsquo;s rights and remedies hereunder or under law, without obligation to any Grantor
in respect of such occupation, and (iii) without advance notice except as specified below and without any obligation to prepare or process
the Collateral for sale (provided that the Collateral Agent shall give notice to any Grantor as promptly as practicable with respect to
any such sale), (A) sell the Collateral or any part thereof in one or more parcels at public or private sale (including, without limitation,
by credit bid), at any of the Collateral Agent&rsquo;s offices or elsewhere, for cash, on credit or for future delivery, and at such price
or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the
Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to
the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days&rsquo;
notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective
Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other
disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Noteholders arising
by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts
the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have
to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges
that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent
may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses
(i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing,
(1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor
shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such
notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, license,
whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout
the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine;
and (3) the Collateral Agent may, at any time, pursuant to the authority granted in <U>Section 7</U> hereof or otherwise (such authority
being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor,
one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for
filing, recording or registration in any country.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) Any cash held by the Collateral
Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale or disposition of or collection from,
or other realization upon, all or any part of the Collateral shall be applied as follows (subject to the provisions of the Securities
Purchase Agreement): <U>first</U>, to pay any fees, indemnities or expense reimbursements then due to the Collateral Agent (including,
without limitation, those described in <U>Section 9</U> hereof); <U>second</U>, to pay any fees, indemnities or expense reimbursements
then due to the Noteholders, on a pro rata basis; <U>third</U> to pay interest due under the Notes owing to the Noteholders, on a pro
rata basis; <U>fourth</U>, to pay or prepay principal in respect of the Notes, whether or not then due, owing to the Noteholders, on a
pro rata basis; <U>fifth</U>, to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Collateral
Agent shall elect, consistent with the provisions of the Securities Purchase Agreement. Any surplus of such cash or Cash Proceeds held
by the Collateral Agent and remaining after the full performance and Payment in Full of all of the Obligations shall be paid over to the
Company or as a court of competent jurisdiction may otherwise direct.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) In the event that the proceeds
of any such sale, disposition, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Noteholders
are legally entitled, each Grantor shall be, jointly and severally, liable for the deficiency, together with interest thereon at the highest
rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together
with the costs of collection and the reasonable fees, costs, expenses and other charges of any attorneys employed by the Collateral Agent
to collect such deficiency.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) To the extent that applicable
law imposes duties on the Collateral Agent to exercise rights and remedies in a commercially reasonable manner, each Grantor acknowledges
and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral
Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished
products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if
not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be
collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral
or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other
Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise
dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature,
(vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any
portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or
not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of
assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession
or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection
or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral,
or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants,
attorneys and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Collateral
Agent would be commercially reasonable in the Collateral Agent&rsquo;s exercise of rights and remedies against the Collateral and that
other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated
in this section. Without limitation of the foregoing, nothing contained in this section shall be construed to grant any rights to any
Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable
law in the absence of this section.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) The Collateral Agent shall
not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral)
for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of
payment in any particular order, and all of the Collateral Agent&rsquo;s rights and remedies hereunder and in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.
To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of
collateral which might cause delay in or impede the enforcement of the Collateral Agent&rsquo;s rights and remedies under this Agreement
or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by
which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor
hereby irrevocably waives the benefits of all such laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase"></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
9. </FONT><U>Indemnity and Expenses.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) Each Grantor agrees, jointly
and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless from and against any and
all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable
legal fees, costs, expenses, and disbursements of such Person&rsquo;s counsel) to the extent that they arise out of or otherwise result
from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent resulting from such Person&rsquo;s
gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) Each Grantor agrees, jointly
and severally, to pay to the Collateral Agent upon demand the amount of any and all reasonable, out of pocket costs and expenses, including
the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without
limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection
with (i) the amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation
of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights
or remedies of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
10. </FONT><U>Notices, Etc</U>. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by
certified mail, first-class postage prepaid and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the
Company&rsquo;s address, or if to the Collateral Agent or any Noteholder, to it at its respective address, each as set forth in Section
9(f) of the Securities Purchase Agreement; or as to any such Person, at such other address as shall be designated by such Person in a
written notice to all other parties hereto complying as to delivery with the terms of this Section 10. All such notices and other communications
shall be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) with respect to notice sent by electronic mail
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not
receive an automatically generated message from the recipient&rsquo;s email server that such e-mail could not be delivered to such recipient)
(A) if sent prior to 6:00 PM New York time on any Business Day, when sent, or (B) if sent on or after 6:00 PM New York time on any Trading
Day (as defined in the Securities Purchase Agreement), on the next Business Day; 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
11. </FONT><U>Miscellaneous.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(a) No amendment of any provision
of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent (and approved by the
Required Holders), and no waiver of any provision of this Agreement, and no consent to any departure by each Grantor therefrom, shall
be effective unless it is in writing and signed by each Grantor and the Collateral Agent (and approved by the Required Holders), and then
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification
or waiver of this Agreement shall be effective to the extent that it (1) applies to fewer than all of the holders of Notes or (2) imposes
any obligation or liability on any holder of Notes without such holder&rsquo;s prior written consent (which may be granted or withheld
in such holder&rsquo;s sole and absolute discretion).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(b) No failure on the part of
the Collateral Agent to exercise, and no delay in exercising, any right or remedy hereunder or under any of the other Transaction Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Collateral Agent or any Noteholder provided
herein and in the other Transaction Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided
by law. The rights and remedies of the Collateral Agent or any Noteholder under any of the other Transaction Documents against any party
thereto are not conditional or contingent on any attempt by such Person to exercise any of its rights or remedies under any of the other
Transaction Documents against such party or against any other Person, including but not limited to, any Grantor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(c) Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(d) This Agreement shall create
a continuing Lien on and security interest in the Collateral and shall (i) remain in full force and effect until the full performance
and Payment in Full of the Obligations, and (ii) be binding on each Grantor and all other Persons who become bound as debtor to this Agreement
in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of the Collateral Agent and the
Noteholders hereunder, to the ratable benefit of the Collateral Agent and the Noteholders and their respective permitted successors, transferees
and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence, without notice to any Grantor, the
Collateral Agent and the Noteholders may assign or otherwise transfer their rights and obligations under this Agreement and any of the
other Transaction Documents, to any other Person and such other Person shall thereupon become vested with all of the benefits in respect
thereof granted to the Collateral Agent and the Noteholders herein or otherwise. Upon any such assignment or transfer, all references
in this Agreement to the Collateral Agent or any such Noteholder shall mean the assignee of the Collateral Agent or such Noteholder. None
of the rights or obligations of any Grantor hereunder may be assigned, delegated or otherwise transferred without the prior written consent
of the Collateral Agent in its sole and absolute discretion, and any such assignment, delegation or transfer without such consent of the
Collateral Agent shall be null and void.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(e) Upon the full performance
and Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall terminate and all rights to
the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral Agent will,
upon any Grantor&rsquo;s request and at such Grantor&rsquo;s expense, (A) return to such Grantor such of the Collateral as shall not have
been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to such Grantor such documents
as such Grantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(f) <U>Governing Law; Jurisdiction;
Jury Trial</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(i) 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 provision or rule of law (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdiction other than the State of New York.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(ii) Each Party 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,
defense or objection 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 Section 9(f) of each of the Securities Purchase 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 the Collateral
Agent or the Noteholders from bringing suit or taking other legal action against any Grantor in any other jurisdiction to collect on a
Grantor&rsquo;s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Noteholder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(iii) <U>WAIVER OF
JURY TRIAL, ETC</U>. EACH PARTY 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: 1in">(iv) Each Party irrevocably
and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred to in this Section
any special, exemplary, indirect, incidental, punitive or consequential damages.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(g) Section headings herein
are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(h) This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together constitute one and the same Agreement. Delivery of any executed counterpart of a signature page of this
Agreement by pdf, facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this
Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">(i) This Agreement shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise
be returned by the Collateral Agent, any Noteholder or any other Person (upon (i) the occurrence of any Insolvency Proceeding of any of
the Company or any Grantor or (ii) otherwise, in all cases as though such payment had not been made).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in"><FONT STYLE="text-transform: uppercase">Section
12. </FONT><U>Material Non-Public Information</U>. Upon receipt or delivery by any Grantor of any notice in accordance with the terms
of this Agreement, unless such Grantor has in good faith determined that the matters relating to such notice do not constitute material,
non-public information relating to the Grantor or any of its Subsidiaries, such Grantor 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 such Grantor believes that a notice contains material, non-public information relating to such Grantor or any of its Subsidiaries,
such Grantor so shall indicate to the Collateral Agent and any applicable Noteholder contemporaneously with delivery of such notice, and
in the absence of any such indication, the Collateral Agent and each Noteholder shall be allowed to presume that all matters relating
to such notice do not constitute material, non-public information relating to such Grantor or its Subsidiaries. The foregoing shall not
apply to notices or other information provided by the Company to the Collateral Agent that may constitute material, non-public information
relating to the Company or any of its Subsidiaries that the Collateral Agent agrees in writing to receive, with the understanding that
such information shall not be publicly disclosed under this Section 12. Nothing contained in this <U>Section 12</U> shall limit any obligations
of any Grantor, or any rights or remedies of the Collateral Agent or any Noteholder, under Section 4(l) of the Securities Purchase Agreement.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">IN WITNESS WHEREOF, each Grantor
has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of the date first above written.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 1in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD></TD><TD COLSPAN="2" STYLE="text-align: left"><U>GRANTORS</U>:</TD>
</TR><TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD COLSPAN="2" STYLE="text-align: left">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD COLSPAN="2" STYLE="text-align: left">SCWORX CORP.</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 60%">&nbsp;</TD><TD STYLE="text-align: left; width: 5%">&nbsp;</TD><TD STYLE="text-align: left; width: 35%">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">By:</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">Name:</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">Title:</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD COLSPAN="2" STYLE="text-align: left">[_____________]</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">By:</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">Name:</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     <TR STYLE="vertical-align: top; text-align: justify">
<TD>&nbsp;</TD><TD STYLE="text-align: left">Title:</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
     </TABLE>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 3.5in; text-align: justify">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">IROQUOIS CAPITAL MANAGEMENT, LLC, as Collateral
Agent</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%">
<TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 5%">By:</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: left; width: 35%">&nbsp;</TD><TD STYLE="text-align: left; width: 60%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: justify">
<TD>Name:</TD><TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: justify">
<TD>Title:</TD><TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Signature Page to Guaranty and Security Agreement</P>

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




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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule I</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Entity Names, Addresses</P>

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule II</U></P>

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

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

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule III</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Equipment and Inventory Locations</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule IV</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Pledged Collateral, Accounts, Debt</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule V</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">UCC Financing Statements</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Schedule VI</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Commercial Tort Claims</P>

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

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

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

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

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ea020945901ex10-6_scworx.htm
<DESCRIPTION>FORM OF LOCK-UP AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0 0 0 0pt; text-align: right"><B>Exhibit 10.6</B></P>

<P STYLE="margin: 0 0 0 0pt"></P>

<P STYLE="margin-left: 0pt; text-align: center; margin-top: 0; margin-bottom: 0">&nbsp;</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: right; text-indent: 0.5in">July 12, 2024</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify">590 Madison Avenue, 21st Floor</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify">New York, New York 10022</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt">The several Purchasers under the Purchase Agreement (defined below)</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">Re:</TD><TD STYLE="text-align: left">Securities Purchase Agreement, dated as of July 12, 2024 (the &ldquo;Purchase Agreement&rdquo;), between
SCWorx Corp. (the &ldquo;Company&rdquo;) and the purchasers signatory thereto (each, a &ldquo;Purchaser&rdquo; and, collectively, the
&ldquo;Purchasers&rdquo;)</TD></TR></TABLE>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">Defined terms not
otherwise defined in this letter agreement (the &ldquo;<U>Letter Agreement</U>&rdquo;) shall have the meanings set forth in the Purchase
Agreement. Pursuant to Section 7(a)(xvii) of the Purchase Agreement and in satisfaction of a condition of the Company&rsquo;s obligations
under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the Notes are no longer
outstanding (such period, the &ldquo;<U>Restriction Period</U>&rdquo;), the undersigned will not offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or
any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the &ldquo;<U>Exchange Act</U>&rdquo;), with respect to, any shares of Common Stock
of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned,
held or hereafter acquired by the undersigned (the &ldquo;<U>Securities</U>&rdquo;). Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the transfer agent of the Company from effecting any actions in violation of this Letter Agreement.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1)&nbsp;the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer (2)&nbsp;any such transfer shall not involve a disposition for
value, (3)&nbsp;such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange
Act and no report of such transfer shall be made voluntarily, and (4)&nbsp;neither the undersigned nor any donee, trustee, distributee
or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to
transfer:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in; font-size: 10pt">i)</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; font-size: 10pt">as a&nbsp;<I>bona fide</I>&nbsp;gift or gifts;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">ii)</TD>
    <TD STYLE="text-align: left; text-indent: 0in">to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, &ldquo;immediate family&rdquo; shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">iii)</TD>
    <TD STYLE="text-align: left; text-indent: 0in">to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">iv)</TD>
    <TD STYLE="text-align: left; text-indent: 0in">if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">v)</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">if the undersigned is a trust, to the beneficiary of such trust;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">vi)</TD>
    <TD STYLE="text-align: left; text-indent: 0in">by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 0.25in; padding-left: 4.5pt; text-align: justify; text-indent: 0.5in">&nbsp;</TD>
    <TD STYLE="width: 0.25in; text-align: justify; text-indent: 0in">vii)</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;of securities purchased in open market transactions after the Closing Date.</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">In addition, notwithstanding
the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any
options granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in connection
with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided
that such shares of Common Stock delivered to the undersigned in connection with such exercise are subject to the restrictions set forth
in this Letter Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">Furthermore, the
undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may
only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority,
is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common Stock are
made pursuant to such plan during the Restriction Period.</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Purchaser to complete
the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned&rsquo;s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">This Letter Agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter
Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict
of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding
arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an
inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the
Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser
is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended
by virtue of this Letter Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">This Letter Agreement shall
be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into
a similar agreement for the benefit of the Purchasers.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">*** SIGNATURE PAGE FOLLOWS***</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: center; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: left; text-indent: 0.5in">This Letter Agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid; width: 40%">&nbsp;</TD>
  <TD STYLE="width: 60%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Signature</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Print Name</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Position in Company</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Address for Notice:</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid">&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Number of shares of Common Stock</TD>
  <TD>&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="border-bottom: Black 1.5pt solid; width: 100%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Number of shares of Common Stock underlying subject
to warrants, options, debentures or other convertible securities</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in"></P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">By signing below, the Company
agrees to enforce the restrictions on transfer set forth in this Letter Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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

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

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="width: 5%">By: </TD>
  <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
  <TD STYLE="width: 60%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Name:&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
  <TD>Title:</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD></TR>
</TABLE>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">4</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 6.9pt 0pt 0pt; text-align: justify; text-indent: 3.5in"></P>

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</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ea020945901ex10-7_scworx.htm
<DESCRIPTION>FORM OF VOTING AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>Exhibit 10.7</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Form of Voting Agreement</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>Voting
Agreement</B></FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Voting Agreement (this &ldquo;<B>Agreement</B>&rdquo;),
dated July 12, 2024, by and among SCWorx Corp., a Delaware corporation (the &ldquo;<B>Company</B>&rdquo;) and the Stockholders listed
on the signature pages hereto under the heading &ldquo;Stockholders&rdquo; (each a &ldquo;<B>Stockholder</B>&rdquo; and collectively,
the &ldquo;<B>Stockholders</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">WHEREAS, the Company and certain
Buyers have entered into a Securities Purchase Agreement (the &ldquo;<B>Purchase Agreement</B>&rdquo;), dated as July 12, 2024 (the &ldquo;<B>Subscription
Date</B>&rdquo;), pursuant to which, among other things, the Company has agreed to issue and sell to the Buyers, and the Buyers have agreed
to purchase, up to an aggregate of $1,130,000 of Notes, which shall be convertible into shares of Company&rsquo;s common stock, $0.001
par value per share (the &ldquo;<B>Common Stock</B>&rdquo;), and Warrants exercisable for Warrant Shares (each as defined in the Purchase
Agreement) to the Purchasers identified on the signature pages to the Purchase Agreement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">WHEREAS, as of the date hereof, the Stockholders
hold an aggregate of [&bull;] shares of Common Stock; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">WHEREAS, as a condition to
the willingness of the Buyers to enter into the Purchase Agreement and to consummate the transactions contemplated thereby (collectively,
the &ldquo;<B>Transactions</B>&rdquo;), the Buyers have required that each Stockholder agree, and in order to induce the Buyers to enter
into the Purchase Agreement, each Stockholder has agreed, to enter into this Agreement with respect to all the shares of Common Stock
now owned and which may hereafter be acquired by the Stockholders or their respective controlled affiliates and any other securities,
if any, which such Stockholder or its controlled affiliates is currently entitled to vote, or after the date hereof, becomes entitled
to vote, at any meeting of stockholders of the Company (the &ldquo;<B>Other Securities</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as
follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">ARTICLE I<BR>
<BR>
<U>VOTING AGREEMENT OF THE STOCKHOLDERS</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 1.01. <U>Voting Agreement</U>.
Each Stockholder hereby agrees that at any meeting of the stockholders of the Company, however called, and in any action by written consent
of the Company&rsquo;s stockholders, each of the Stockholders shall vote the shares of Common Stock or Other Securities: (a) in favor
of the proposal for the Stockholder Resolutions (as defined in the Purchase Agreement), as described in Section 4(y) of the Purchase Agreement;
and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Purchase Agreement or which could result in any of the conditions
to the Company&rsquo;s obligations under the Purchase Agreement not being fulfilled. Each Stockholder acknowledges receipt and review
of a copy of the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">ARTICLE II<BR>
<BR>
<U>REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Each Stockholder hereby represents
and warrants, severally but not jointly, to each of the Buyers as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 2.01. <U>Authority
Relative to This Agreement</U>. Each Stockholder has all necessary legal capacity, power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally the enforcement of creditors&rsquo;
and other obligees&rsquo; rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain
equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights
to indemnity and contribution thereunder may be limited by applicable law and public policy.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 2.02. <U>No Conflict</U>.
(a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder
shall not, (i)&nbsp;conflict with or violate any foreign, federal, state or local law, statute, ordinance, rule, regulation, order, judgment
or decree applicable to such Stockholder or by which the shares of Common Stock or the Other Securities owned by such Stockholder are
bound or affected or (ii)&nbsp;result in any breach of or constitute a default (or an event that 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, or result in the
creation of a lien, charge, pledge, option, security interest, encumbrance, tax, right of first refusal, preemptive right or other restriction
(each, a &ldquo;<B>Lien</B>&rdquo;) on any of the shares of Common Stock or the Other Securities owned by such Stockholder pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which
such Stockholder is a party or by which such Stockholder or the shares of Common Stock or Other Securities owned by such Stockholder are
bound.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">(b) The execution and delivery
of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder shall not, require any consent,
approval, authorization or permit of, or filing with or notification to, any governmental entity by such Stockholder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 2.03. <U>Title to
the Stock</U>. As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite its name
on <U>Appendix A</U> attached hereto, entitled to vote, without restriction, on all matters brought before holders of capital stock of
the Company, which shares of Common Stock represent on the date hereof the percentage of the outstanding stock and voting power of the
Company set forth on such Appendix. Such shares of Common Stock represent all the securities of the Company owned, either of record or
beneficially, by such Stockholder. Such shares of Common Stock are owned free and clear of all Liens or limitations on such Stockholder&rsquo;s
voting rights of any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective,
with respect to the shares of Common Stock or Other Securities owned by such Stockholder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">ARTICLE III<BR>
<BR>
<U>COVENANTS</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 3.01. <U>No Disposition
or Lien of Stock</U>. Each Stockholder hereby covenants and agrees that, until the Lock-Up Expiration Date (as defined below), except
as contemplated by this Agreement, such Stockholder shall not offer or agree to sell, transfer, tender, assign, hypothecate, pledge or
otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any Lien or limitation on such
Stockholder&rsquo;s voting rights of any nature whatsoever with respect to the shares of Common Stock or Other Securities, directly or
indirectly, initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of
any of the foregoing; <U>provided</U>, <U>however</U>, that any such Stockholder may assign, sell or transfer any shares of Common Stock
or Other Securities provided that any such recipient of the shares of Common Stock or Other Securities has delivered to the Company and
each Buyer or other holder of Notes a written agreement in a form reasonably satisfactory to the Buyers or other holders of Notes that
the recipient shall be bound by, and the shares of Common Stock and/or Other Securities so transferred, assigned or sold shall remain
subject to this Agreement. For purposes hereof, &ldquo;<B>Lock-Up Expiration Date</B>&rdquo; means the date that the Company obtains the
Stockholder Approval.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 3.02. <U>Company Cooperation</U>.
The Company hereby covenants and agrees that it will not, and such Stockholder irrevocably and unconditionally acknowledges and agrees
that the Company will not (and waives any rights against the Company in relation thereto), recognize any Lien or agreement on any of the
shares of Common Stock or Other Securities subject to this Agreement unless the provisions of Section 3.01 have been complied with.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><BR>
<U>MISCELLANEOUS</U></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.01. <U>Further Assurances</U>.
Each Stockholder will execute and deliver such further documents and instruments and take all further action as may be reasonably necessary
in order to consummate the transactions contemplated hereby.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.02. <U>Third Party
Beneficiary; Specific Performance</U>. Each Buyer (and each other holder of Notes) is an express third-party beneficiary of this Agreement
and shall have the right to enforce this Agreement against the Company and the Stockholders as if each such Buyer (or each other holder
of Notes) was a party hereto. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Buyers or any other holder of Notes (without being joined by any other Buyer or holder of Notes) and the Company
will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation
for any loss incurred by reason of any breach of obligations contained herein and hereby agree to waive and not to assert in any action
for specific performance of any such obligation the defense that a remedy at law would be adequate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.03. <U>Entire Agreement</U>.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all
prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into
such documents.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.04. <U>Amendment</U>.
The provisions of this Agreement may not be amended or waived, nor may this Agreement be terminated by the Company without the prior written
consent of the Buyers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.05. <U>Severability</U>.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">SECTION 4.06. <U>Governing
Law</U>. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party 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 action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Notwithstanding
the foregoing, nothing herein prevents the Buyers from commencing an action against a Stockholder or the Company in any court of any jurisdiction
outside of the State of New York as the Buyers deem necessary or appropriate. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address set forth on the signature pages to this Agreement (and
service so made shall be deemed complete three days after the same has been posted) and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. Any Buyer or other holder of Notes shall be entitled to its reasonable attorneys&rsquo;
fees in any action brought to enforce this Agreement in which it is the prevailing party. <FONT STYLE="font-size: 10pt; text-transform: uppercase"><B>IN
ANY ACTION OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL
BY JURY.</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[<I>Signature page follows.</I>]</P>

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


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="font-size: 10pt; text-transform: uppercase">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"><FONT STYLE="font-size: 10pt; text-transform: uppercase">In
witness whereof</FONT>, each Stockholder and the Company has duly executed this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; text-transform: uppercase"><B>Company:</B></FONT></TD>
    <TD>&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; text-transform: uppercase"><B>SCWorx Corp.</B></FONT></TD>
    <TD>&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By: </FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 35%">&nbsp;</TD>
    <TD STYLE="width: 60%">&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Name:</FONT></TD>
    <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
    </TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title:</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    </TR>
  </TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">[Stockholder Signature Page to SCWORX Voting Agreement]</P>

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

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0in; margin-bottom: 0in; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="border-bottom: Black 1.5pt solid; width: 40%"></TD><TD STYLE="text-align: justify; width: 60%">&nbsp;</TD>
</TR></TABLE>

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

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

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

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">E-mail address:</P>

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


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B><U>APPENDIX A</U></B></P>

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

<TABLE CELLSPACING="1" CELLPADDING="0" STYLE="border: gray 1pt outset; font: 10pt Times New Roman, Times, Serif; width: 100%">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 38%; border: gray 1pt outset; padding: 1.1pt; text-align: center">Stockholder</TD>
    <TD STYLE="width: 30%; border: gray 1pt outset; padding: 1.1pt; text-align: center">Shares of Common Stock Owned by Stockholder or Controlled Affiliates</TD>
    <TD STYLE="width: 32%; border: gray 1pt outset; padding: 1.1pt; text-align: center">Percentage of Stock Outstanding</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD>
    <TD STYLE="border: gray 1pt outset; padding: 1.1pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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

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

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

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>ea020945901ex10-8_scworx.htm
<DESCRIPTION>SETTLEMENT AGREEMENT WITH CORPROMINENCE LLC, D/B/A CORE IR
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><B>Exhibit 10.8</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right"><I>Execution Version</I></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B><U>CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This <B>CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE</B>
(this &ldquo;<B><I>Agreement</I></B>&rdquo;) is entered into as of this 12<SUP>th</SUP> day of July 2024, by and between CorProminence,
LLC, d/b/a Core IR (the &ldquo;Claimant&rdquo;), and SCWorx Corp. (&ldquo;SCWorx&rdquo; or the &ldquo;Respondent&rdquo;). The Claimant
and Respondent are referred to collectively in this Agreement as the &ldquo;<B><I>Parties</I></B><I>,</I>&rdquo; and each individually,
a &ldquo;<B><I>Party</I></B>.&rdquo;</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>WHEREAS,</B> a dispute arose between the Parties
that resulted in Claimant filing a complaint, as amended (the &ldquo;Complaint&rdquo;), in an arbitration proceeding with the American
Arbitration Association in New York captioned <U>CorProminence, LLC, d/b/a Core IR v. SCWorx Corp.</U>, No. 01-22-0001-5709 (the &ldquo;Arbitration&rdquo;);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>WHEREAS,</B> the Respondent filed an Answer
to the Complaint;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>WHEREAS,</B> upon the conclusion of a hearing
in the Arbitration, the Arbitrator entered a binding and enforceable award, dated October 16, 2023, in favor of the Claimant and against
Respondent in the sum of $461,856.15 plus interest thereon (the &ldquo;Arbitration Award&rdquo;), which remains unpaid as of the date
hereof;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>WHEREAS,</B> the Parties have engaged in good
faith settlement discussions regarding Respondent&rsquo;s obligations in connection with the payment of the Arbitration Award (including
interest since the date thereof), and have agreed that Respondent shall pay $502,468 (the &ldquo;Settlement Amount&rdquo;) to Claimant
in the form and manner set forth herein, as full satisfaction of the Arbitration Award;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>WHEREAS,</B> the Parties wish to settle, compromise,
and finally resolve all matters, disputes, and claims that may exist between any one or more of the Parties in connection with the Arbitration
and/or the Arbitration Award;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><B>NOW, THEREFORE</B>, in consideration of the
foregoing and for other good and valuable consideration, including the agreements contained herein, the receipt of which is hereby acknowledged,
the Parties agree as follows:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B><U>TERMS OF SETTLEMENT</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">1.</TD><TD><U>Effective Date of Agreement</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The effective date of this Agreement shall be the
date on which all Parties have executed this Agreement (the &ldquo;Execution Date&rdquo;). Upon the Execution Date, this Agreement shall
become fully enforceable, binding and irrevocable, and any Party shall be entitled to enforce this settlement and the provisions of this
Agreement. Certain capitalized terms used herein are defined on Schedule B hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">2.</TD><TD><U>Settlement Payment</U>:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD>Subject to any beneficial ownership limitation provided in Section 2(c) herein, Respondent shall initially issue to Claimant that
number of shares of Respondent&rsquo;s common stock (&ldquo;Stock Payment&rdquo;) equal in value to the Settlement Amount, based on a
price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of Respondent&rsquo;s common stock immediately
preceding the signing of this Agreement; or (ii) the average Nasdaq Official Closing Price of Respondent&rsquo;s common stock (as reflected
on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement (such price, the &ldquo;Nasdaq Minimum Price&rdquo;
and, such shares, the &ldquo;Original Shares&rdquo;), in contingent payment of the Settlement Amount to resolve the Arbitration Award;
provided however that the number of Original Shares shall be subject to increase (but not decrease) pursuant to Section 2(b) of this Agreement.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD><U>Adjustment of Stock Payment</U>:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">(1) Commencing on the date that the Respondent&rsquo;s registration
statement goes effective (the &ldquo;Effective Date&rdquo;), subject to any applicable regulations, the Claimant, shall be entitled to
sell such Original Shares provided that such sales on a daily basis shall not exceed 15.00% (the &ldquo;Leak Out Percentage&rdquo;) of
the greater of i) the ten-day average dollar volume Common Stock for the ten consecutive Trading Day period ending on the last completed
Trading Day and ii) the intra-day volume of the Common Stock on the Trading Day in question (the &ldquo;Leak Out&rdquo;). The Leak Out
will remain in effect until the Claimant has recovered 85% of the Settlement Amount ($427,098) (the &ldquo;Leak Out Period&rdquo;), at
which time the Claimant shall no longer be subject to the Leak Out restrictions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">(2) <U>True Up Shares</U>. In the event that the Claimant&rsquo;s
sale of the Original Shares fails to yield sufficient proceeds necessary to achieve the Settlement Amount, the Respondent shall deliver
to Claimant additional shares (the &ldquo;True Up Shares&rdquo;) that it and the Claimant reasonably believe, subject to any beneficial
ownership limitation provided in Section 2(c) herein, will enable the Claimant to achieve the full Settlement Amount. The number of True
Up Shares issued or issuable pursuant to this paragraph shall be calculated based on the same Nasdaq Minimum Price used to calculate the
number of Original Shares pursuant to Section 2(a) of this Agreement. Respondent&rsquo;s obligation to issue Non-Restricted Shares as
True Up Shares is subject to (i) compliance by the Claimant with the provisions of Section 2(c) of this Agreement, and (ii) delivery by
Claimant to the Respondent and, if required in the absence of registration, its legal counsel customary seller&rsquo;s representation
letters as to &ldquo;affiliate&rdquo; status (or representation of lack thereof), at the time of issuance of such True Up Shares and upon
any resales thereof. In the event that the provisions of Section 2(c) are applicable to some or all of the True Up Shares, then, to the
extent so applicable, the calculation of such True Up Shares shall be made as at the date such calculation would have otherwise been required
to have been made, but the delivery of such True Up Shares shall be postponed to one or more future dates selected by Claimant; provided,
that such delivery or deliveries would not violate Section 2(c). The Respondent shall continue to issue True Up Shares to the Claimant
until the Claimant has realized the Settlement Amount, Respondent shall have the option at any time to satisfy the remaining balance of
the Settlement Amount by cash payment to Claimant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">(4) Notwithstanding anything to the contrary contained in
this Agreement, if Claimant realizes proceeds from sales of Common Stock in excess of 20% of the Settlement Amount, the Claimant shall
promptly remit such excess proceeds to Respondent. In addition, if and when Claimant realizes gross proceeds at least equal to the Settlement
Amount, Claimant shall promptly surrender to Respondent any shares of Common Stock remaining in its possession.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">(5) The Parties hereby agree that each and every reference
to share prices and shares of Common Stock herein shall be subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">(6) Claimant shall from time to time upon Respondent&rsquo;s
written request report to Respondent the number of shares of Common Stock sold on a daily basis and the proceeds from such sales. Upon
Respondent&rsquo;s written request Claimant shall provide Respondent copies of brokerage statements or trade confirmations containing
such information, which statements may be redacted to exclude information not required hereby.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(c)</FONT></TD><TD><U>Beneficial Ownership/Nasdaq Limitations.</U> The Parties hereby agree that as of the date hereof, all rights to obtain any Common
Stock issued or issuable by Respondent to Claimant and all Common Stock currently owned by the Claimant, including the Original Shares
(collectively the &ldquo;Respondent Securities&rdquo;) are hereby subject to the following:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(1)</FONT></TD><TD>Notwithstanding anything to the contrary contained in this this Agreement, the Respondent shall not effect any issuance of its shares
of Common Stock, and Claimant shall not have the right to receive any additional shares of Common Stock hereunder, to the extent (but
only to the extent) that the Claimant or of its Affiliates would be Beneficial Owner(s) of in excess of the Maximum Percentage.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(2)</FONT></TD><TD>For any reason at any time, upon the written request of the Claimant, the Respondent shall within two (2) Trading Days confirm in
writing to the Claimant the number of shares of Common Stock then outstanding.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(3)</FONT></TD><TD>In the event the exercise of the rights described in this Agreement would or could result in the issuance of an amount of Common Stock
that would exceed the foregoing Maximum Percentage that may be issued to Claimant calculated in the manner described in this Section 2(c),
then the issuance of such additional shares of Common Stock to Claimant will be deferred in whole or in part until such time as such Claimant
is able to Beneficially Own such Common Stock without exceeding the Maximum Percentage set forth calculated in the manner described in
this Section 2(c). For all purposes of this Agreement, the calculation of the amount of Common Stock that would be deliverable, but for
the application of the provisions of this Section 2(c), shall be made as of the date otherwise required to be calculated hereunder, notwithstanding
the postponement of delivery of such Common Stock.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(4)</FONT></TD><TD>Notwithstanding anything to the contrary contained herein, if Respondent determines, after consultation with its counsel, that the
Common Stock issuances contemplated hereby are subject to Nasdaq Rule 5635(d) (&ldquo;Rule 5635(d)&rdquo;), then Respondent shall not
be required to issue Common Stock hereunder to the extent such issuances would cause the Respondent to exceed the limitations of Rule
5635(d). For the avoidance of doubt, if it is determined that the Common Stock issuances contemplated hereby are subject to Rule 5635(d),
Respondent shall nevertheless issue Claimant, if otherwise required hereby, up to the maximum number of shares of Common Stock permissible
under Rule 5635(d). If the Respondent determines that Rule 5635(d) is applicable to the Common Stock issuances contemplated hereby, Respondent
shall hold a meeting of its stockholders within approximately 60 days of the date hereof to seek approval of such Common Stock issuances(&ldquo;Stockholder
Approval&rdquo;), among other matters, and if such Stockholder Approval is not obtained from stockholders at such meeting, the Respondent
shall call a meeting of stockholders every four (4) months thereafter to seek Stockholder Approval until the date that Stockholder Approval
is obtained. Claimant agrees to vote all shares of Common Stock it beneficially owns as of the record date for such meeting, if any, with
respect to all of the proposals presented by the Respondent to the stockholders of the Respondent, including at every adjournment or postponement
thereof, or any subsequent meeting of its stockholders duly called for the same or similar purposes. For clarity, Claimant&rsquo;s agreement
to vote its shares of Common Stock in accordance with the immediately preceding sentence, does not require Claimant to vote its shares
for or against any particular proposal or proposals, whether or not such proposal or proposals are recommended by the Respondent&rsquo;s
board of directors (the &ldquo;Board&rdquo;). The Board shall recommend to the Respondent&rsquo;s stockholders that the stockholders vote
in favor of the proposals for Stockholder Approval at such meeting and take all commercially reasonable action (including, without limitation,
the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If, by June 30, 2025 (the
&ldquo;Final Date&rdquo;), either (i) Stockholder Approval has not been obtained; or (ii) Respondent is otherwise prohibited from issuing
shares of common stock to Claimant for any reason other than Claimant beneficially owning shares of common stock in excess of the Maximum
Percentage pursuant to this Agreement, Respondent agrees to pay Claimant, within five (5) business days of the Final Date, an amount in
cash (the &ldquo;Final Cash Payment Amount&rdquo;) that allows Claimant to achieve the full Settlement Amount (disregarding, for this
purpose and at Claimant&rsquo;s option, any shares of Common Stock to which Claimant holds on such Final Date and any shares of Common
Stock that are being held in abeyance for Claimant due to beneficial ownership limitations in Section 2(c) of this Agreement, which shares
Claimant will surrender to Respondent upon receipt by Claimant of the Final Cash Payment Amount.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(d)</TD><TD><U>Registration of Settlement Shares.</U> The Respondent shall include the Settlement Shares on the Registration Statement under the
Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;), to be filed by the Respondent pursuant to that certain Registration
Rights Agreement between the Respondent and Iroquois Capital, and Claimant, among others (&ldquo;RRA&rdquo;), the form of which has been
delivered to Claimant. Claimant shall have all the rights and obligations of a Buyer (as defined in the RRA) and the Common Stock issuable
to Claimant hereunder shall be deemed Registrable Securities (as defined in the RRA). For the avoidance of doubt, the RRA will include
the Original Shares (to the extent not previously sold) in addition to any securities being registered for other investors in Respondent.
Except for public sales of the Settlement Shares pursuant to the Registration Statement or Rule 144, the Settlement Shares may not be
transferred to another third party unless approved in writing by the Respondent; provided, however, that this restriction shall not impact
the Claimant&rsquo;s ability to sell such Settlement Shares as contemplated by this Agreement.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(e)</TD><TD><U>Representations of Claimant</U>: For the purpose of compliance with federal and state securities laws, the Claimant hereby makes
the representations and warranties to Respondent which are set forth on Schedule A to this Agreement.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">3.</TD><TD><U>Dismissal of the Arbitration with Prejudice</U>:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Simultaneously with the execution of this Agreement,
the Parties shall also sign a Stipulation of Discontinuance of the Arbitration and any related proceedings in their entirety with prejudice,
in form reasonably acceptable to Respondent , which shall be held in escrow by Claimant&rsquo;s counsel and filed by Claimant&rsquo;s
counsel with the appropriate tribunal following the Claimant&rsquo;s full receipt of the Settlement Amount required to be made pursuant
to this Agreement. The stipulation of discontinuance shall be filed when the Settlement Amount has been paid in full to Claimant in accordance
with this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">4.</TD><TD><U>General Release by Claimant</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">To the maximum extent permitted by law, Claimant,
and as applicable, its members, shareholders, owners, managers, officers, directors, principals, trustees, successors, beneficiaries,
heirs, estates, assigns, and any partners, sole proprietorships, corporations, limited liability companies, or any other persons or entities
controlled by them or claiming by, through or under them, including without limitation each of their respective principals, divisions,
trustees, and each of their successors, beneficiaries, heirs, estates, and assigns (collectively, the &ldquo;Claimant Releasors&rdquo;),
do hereby fully, finally and forever generally release, remise, acquit, satisfy, and discharge the Respondent and its shareholders, owners,
members, managers, officers, directors principals, current and former employees, legal representatives, attorneys, predecessors, successors,
and assigns, agents, legal representatives, insurers, and any partners, affiliates, shareholders, sole proprietorships, corporations,
limited liability companies, or entities affiliated with it, and each of their members, managers, stockholders, principals, current and
former employees, officers and directors, parents, subsidiaries, divisions, legal representatives, predecessors, successors, beneficiaries,
heirs and assigns, agents, legal representatives, insurers, and any other partners, affiliates, shareholders, sole proprietorships, corporations,
limited liability companies, or entities affiliated with it (the &ldquo;Respondent Releasees&rdquo;), of and from any and all manner of
claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and demands whatsoever, in law or in equity,
known or unknown, matured or unmatured, fixed or contingent, actual or potential (including costs, expenses, legal fees, and interest
which may be or have been incurred in connection with such claims), which any of the Claimant Releasors ever had, now have, or which any
of the Claimant Releasors hereafter can, shall or may have, against any of the Respondent Releasees, arising from, in connection with,
or relating in any way to the Arbitration, and/or the events, actions, or claims alleged, asserted, described, or identified, or which
could have been alleged, asserted, described, or identified, in the Arbitration and otherwise in all other respects from the beginning
of the world to the day of these presents. <FONT STYLE="background-color: white">For the avoidance of doubt, nothing in this Agreement
shall be deemed to nullify or render unenforceable the Arbitration Award, which shall remain binding and enforceable unless and until
the Settlement Amount is paid in full to Claimant in accordance with the terms of this Agreement. </FONT></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Notwithstanding the foregoing, this release shall
not include the claims or any rights or remedies contained in or arising from any of the obligations of the Respondent set forth in this
Agreement.</P>

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

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

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">5.</TD><TD><U>General Release by Respondent</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">To the maximum extent permitted by law, the Respondent,
its shareholders, members, managers, principals, officers and directors, agents, legal representatives, predecessors, successors, assigns,
or any other entities controlled by them or claiming by, through or under them including each of their respective members, managers, stockholders,
principals, officers and directors, parents, subsidiaries, divisions, legal representatives, trustees, and each of their predecessors,
successors, beneficiaries, heirs, estates, and assigns (collectively, the &ldquo;Respondent Releasors&rdquo;), hereby remise, release,
acquit, satisfy, and forever discharge Claimant and its members, managers, stockholders, principals, current and former employees, officers
and directors, parents, subsidiaries, divisions, indemnitees, legal representatives, predecessors, successors, beneficiaries, heirs, and
assigns, agents, , insurers, and any partners, affiliates, shareholders, sole proprietorships, corporations, limited liability companies,
or entities affiliated with them, and each of their members, managers, stockholders, principals, current and former employees, officers
and directors, parents, subsidiaries, divisions, legal representatives, predecessors, successors, beneficiaries, heirs and assigns, agents,
legal representatives, insurers, and any other partners, affiliates, shareholders, sole proprietorships, corporations, limited liability
companies, or entities affiliated with them (the &ldquo;Claimant Releasees&rdquo;), of and from any and all manner of claims, actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, and demands whatsoever, in law or in equity, known or unknown,
matured or unmatured, fixed or contingent, actual or potential (including costs, expenses, legal fees, and interest which may be or have
been incurred in connection with such claims), which any of the Respondent Releasors ever had, now have, or which any of the Respondent
Releasors hereafter can, shall or may have, against any of the Claimant Releasees, arising from, in connection with, or relating in any
way to the Arbitration and/or the events, actions, or claims alleged, asserted, described, or identified, or which could have been alleged,
asserted, described, or identified, in the Arbitration and otherwise in all respects from the beginning of the world to the day of these
presents.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Notwithstanding the foregoing, this release shall
not include the claims or any rights or remedies contained in or arising from any of the obligations of Claimant set forth in this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">6.</TD><TD><U>Confidentiality</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Except as required by law, regulation, or as expressly
agreed to in writing by the Parties, the Parties, their attorneys, and agents shall keep the existence, terms, and provisions of this
Agreement strictly confidential. Notwithstanding the foregoing, the Parties may share the existence, terms, and provisions of this Agreement
with their immediate family members, attorneys, accountants, tax advisors, insurers, auditors, or other professional service providers,
provided that those individuals keep such information strictly confidential in the same manner that the Parties and their counsel are
required to keep the information confidential. Nothing in the foregoing is meant to preclude or otherwise limit the Respondent&rsquo;s
ability to make necessary disclosures pursuant to federal, state, and local laws or regulations.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The obligations hereby created by this Agreement
shall continue for each Party in perpetuity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">7.</TD><TD><U>Non-Disparagement</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Parties agree that they shall not, directly
or indirectly, personally or through other persons or entities (including their respective attorneys), orally, in writing, or in any form,
disparage each other.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">8.</TD><TD><U>No Admission of Liability or Wrongdoing</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The terms and conditions of this Agreement and
the settlement being affected hereby are not intended to be, nor shall they be, deemed evidence or an admission of guilt, liability or
wrongdoing by any Party, and nothing in this Agreement nor any of its provisions shall be offered or received in evidence against any
Party in any action or proceeding, except to enforce its terms. Instead, the terms and conditions of this Agreement and the settlement
being effected hereby are a compromise of disputed claims and have been entered into by the Parties solely for the purpose of avoiding
the costs and inconvenience of further Arbitration.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">9.</TD><TD><U>No Third-Party Beneficiaries</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Nothing in this Agreement, express or implied,
is intended or shall be construed to confer upon, or to give to, any person or entity other than the Parties hereto, and their respective
successors and assigns, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation thereof,
and the covenants, stipulations, and agreements contained in this Agreement are and shall be for the sole and exclusive benefit of the
Parties hereto and their respective successors and assigns.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">10.</TD><TD><U>Entire Agreement</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Agreement, together with any exhibits incorporated
herein by reference, contains the entire Agreement between the Parties and supersedes any and all other agreements, either oral or in
writing, between the Parties hereto with respect to the subject matter hereof, including satisfaction of the Arbitration Award and/or
the Settlement Amount. <FONT STYLE="background-color: white">No other express or implied agreements, covenants, representations, or warranties,
whether oral or written, have been made by any party hereto to any other party concerning the subject matter hereof, including satisfaction
of the Arbitration Award and/or Settlement Amount. For the avoidance of doubt, nothing in this Agreement shall be deemed to nullify or
render unenforceable the Arbitration Award, which shall remain binding and enforceable unless and until the Settlement Amount is paid
in full to Claimant in accordance with the terms of this Agreement. </FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">11.</TD><TD><U>Construction of Agreement</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The terms of this Agreement are contractual and
not a mere recital and no other contract, promise, or inducement has been made to any of the Parties, other than as set forth herein.
This Agreement is the sole agreement of the Parties on the matters set forth herein. Counsel for each of the Parties has had an active
role in the drafting of this Agreement such that it shall not be construed more strictly against either Party as the drafter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">12.</TD><TD><U>Agreement Voluntarily Executed</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Each Party acknowledges to have read the terms
of this Agreement, understood the meaning of same, have had, or had the opportunity to seek, the advice of legal counsel of its own choice
in connection with and prior to entry into this settlement, and hereby executes this Agreement voluntarily with full understanding of
all its terms and of all its respective rights and obligations hereunder. Moreover, each Party hereto acknowledges that it has not relied
on any warranties, representations or other statements or promises &ndash; implicit or express &ndash; other than the terms of this Agreement,
that it has entered into this Agreement of its own free will, and that this Agreement is the product of arm&rsquo;s length negotiations
between sophisticated parties of equal bargaining power. Each Party also acknowledges that it has had sufficient time to review the Agreement,
including in accordance with all federal and state laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">13.</TD><TD><U>Competency and Authority to Settle</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Each Party warrants and represents that he, she,
or it is legally competent to execute this Agreement and has not assigned, transferred, conveyed or in any way encumbered any claim, lability
or cause of action released herein. Each Party warrants and represents that he, she, or it each has the full corporate authority and individual
capacity and is fully authorized to execute this Agreement without the necessity of obtaining the consent of any other party and that
no other person or entity needs to be joined in this Agreement to accomplish the agreement and releases set forth herein. Each Party further
represents that he, she, or it has had, or had the opportunity to seek, the advice of legal counsel of its own choice in connection with
and prior to entry into this settlement and is satisfied with any and all advice of counsel in connection with the negotiation, drafting,
and execution of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">14.</TD><TD><U>Modification</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Any change, modification, or waiver of any provision
of this Agreement or any exhibits hereto shall be void unless it is in writing and signed by all Parties to this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">15.</TD><TD><U>Waiver of Breach</U>:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The waiver by any Party of a
breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of
this Agreement. Further, no Party shall be deemed to have waived any provision of or right under this Agreement unless such waiver is
set forth in writing signed by the Party against whom waiver is asserted.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">16.</TD><TD><U>Agreement is Binding; Assignment</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Agreement is binding upon all Parties and
their respective agents, parents, legal representatives, trustees, predecessors, successors, beneficiaries, heirs, and assigns, subsidiaries,
divisions, and any other partners, affiliates, shareholders, sole proprietorships, corporations, limited liability companies, or any other
entities controlled by them or claiming by, through, or under them. This Agreement cannot be assigned by the Claimant without the written
consent of the Respondent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">17.</TD><TD><U>Governing Law/Disputes</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Agreement shall be construed in accordance
with the laws of the State of New York. Any claim arising from and/or relating to this Agreement in any way shall be brought and maintained
exclusively in the state or federal courts in the State of New York, County of New York, and each Party consents to the jurisdiction of
said courts and waives any defense or challenge to such a proceeding based on personal jurisdiction, forum non conveniens or venue. Each
Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Agreement pursuant to the &ldquo;Notices&rdquo; provision set forth below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">18.</TD><TD><U>Counterparts</U>:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, and all such counterparts together shall comprise one Agreement. Further, this
Agreement may be executed by facsimile, PDF, TIFF, JPEG or similar means. Execution by facsimile, PDF, TIFF, JPEG or similar means shall
be deemed to be execution in the original.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">19.</TD><TD><U>Severability</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">To the maximum extent permitted by law, if a tribunal
of competent jurisdiction determines any term or provision of this Agreement to be void, invalid, or unenforceable, such term or provision
shall be reformed to be valid, binding, and enforceable on such terms and conditions as most closely resemble the original language concerned.
If such reformation is not possible, the term or provision concerned shall be severed and stricken, and of no force or effect. Whether
or not any term or provision of this Agreement is reformed or stricken, the remainder hereof shall be valid, binding, and enforceable.</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">20.</TD><TD><U>Notices</U>:</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">All notices, demands, consents, requests, approvals,
or other notifications or communications required or permitted under this Agreement shall be in writing and be sent by both certified
mail and email to:</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">CorProminence, LLC d/b/a Core IR</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">377 Oak St. vel 2</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Garden City NY 11530</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-size: 10pt">Email: </FONT>scottg@coreir.com</P>

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">590 Madison Ave,</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">New York, NY 10022</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Email: ckohler@scworx.com</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The parties hereto have executed this Agreement as an instrument under
seal, effective as the date set forth below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1.5in">&nbsp;</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>CorProminence, LLC d/b/a CoreIR</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 36%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 60%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; padding-bottom: 1.5pt">/s/ <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Scott Gordon</FONT></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Scott Gordon, duly authorized</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>SCWorx Corp.</B></FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; padding-bottom: 1.5pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"></FONT> /s/ <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timothy Hannibal</FONT></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timothy Hannibal</FONT></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-bottom: 0pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Its:</FONT></TD>
    <TD STYLE="padding-bottom: 0pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chief Executive Officer</FONT></TD>
    <TD STYLE="padding-bottom: 0pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">DATED: July 12, 2024</P>

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCHEDULE A</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Representations and Warranties of Claimant. The Claimant hereby makes
the following representations and warranties to the Respondent as of the date hereof and at the date of any additional issuance of shares
of Common Stock (&ldquo;Securities&rdquo;):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">1.</FONT></TD><TD STYLE="text-align: left">Claimant is acquiring the Securities for investment for its own account and without the intention of participating,
directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any
portion thereof, except pursuant to an exemption from registration under the Securities Act of 1933 or a registration statement under
the Securities Act. .</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">2.</FONT></TD><TD STYLE="text-align: left">Claimant has knowledge and experience in financial and business matters and has consulted with its own
professional representatives as it has considered appropriate to assist in evaluating the merits and risks of this investment. Claimant
has had access to and an opportunity to question the officers of the Respondent, or persons acting on their behalf, with respect to material
information about the Respondent, and, in connection with the evaluation of this investment, has, to the best of its knowledge, received
all information and data with respect to the Respondent that Claimant has requested and which is necessary to enable Claimant to make
an informed decision regarding the purchase of the Securities. Claimant is acquiring the Securities based solely upon its independent
examination and judgment as to the prospects of the Respondent. Claimant is not relying on any representation in connection with the subscription
contemplated hereby, except for those representations set forth herein.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">3.</FONT></TD><TD STYLE="text-align: left">Claimant represents and warrants that it has reviewed and the Respondent&rsquo;s filings with the United
States Securities and Exchange Commission (the &ldquo;<B>SEC</B>&rdquo;) filed since December 31, 2022 . Claimant has not in connection
with making its investment decision with respect to the Securities, relied on any representation or warranty about the Respondent, except
as set forth herein.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">4.</FONT></TD><TD STYLE="text-align: left">The Securities were not offered to Claimant by means of publicly disseminated advertisements or sales
literature.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">5.</FONT></TD><TD STYLE="text-align: left">Claimant acknowledges that the Securities are being issued to it without registration under any state
or federal law requiring the registration of securities for sale, and accordingly will constitute &ldquo;restricted securities&rdquo;
as defined in Rule 144 promulgated under the Securities Act. Consequently, the transferability of the Securities is restricted by applicable
United States federal and state securities laws. The Securities will not be eligible for resale under Rule 144 until the expiration of
six months after the acquisition. The Original Shares, when issued, will not be registered under the Securities Act.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">6.</FONT></TD><TD STYLE="text-align: left">In consideration of the acceptance of any Shares of Common Stock pursuant to this Settlement Agreement,
Claimant agrees that the Securities will not be offered for sale, sold or transferred by Claimant other than pursuant to (i) an exemption
available under the Securities Act; or (ii) a transaction that is otherwise in compliance with the Securities Act; or (iii) an effective
registration under the federal securities law or other jurisdiction applicable to the transaction, an exemption available under such laws,
or a transaction that is otherwise in compliance with such laws.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">7.</FONT></TD><TD STYLE="text-align: left">Claimant understands that no U.S. federal or state agency has passed upon the offering of the Securities
or has made any finding or determination as to the fairness of any investment in the Securities.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">8.</TD><TD STYLE="text-align: left">CLAIMANT REPRESENTS AND WARRANTS TO THE RESPONDENT THAT CLAIMANT IS AN &ldquo;<U>ACCREDITED INVESTOR</U>,&rdquo;
BECAUSE IT IS AN:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">A.</FONT></TD><TD STYLE="text-align: left">ENTITY OWNED ENTIRELY BY ACCREDITED INVESTORS: A corporation,
partnership, private investment company or similar entity each of whose equity owners is a natural person who is an accredited investor.
(If this category is checked, please also check the additional category or categories under which each natural person qualifies as an
accredited investor.)</TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 41pt; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">9.</FONT></TD><TD STYLE="text-align: left">Claimant agrees not to disclose or use any information provided to Claimant by the Respondent or any of
its agents in connection with the offering of the Securities, except for the purpose of evaluating an investment in the Securities. The
Respondent shall within four (4) business days after the Execution Date file a Current Report on Form 8-K, including the settlement documents
as exhibits thereto, with the Commission within the time required by the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange
Act&rdquo;). From and after the issuance of such current report, the Respondent represents to the Claimant that it shall have publicly
disclosed all material, non-public information delivered to any of the Claimant by the Respondent or any of its officers, directors, employees,
controlled Affiliates or agents, in connection with the transactions contemplated by the Settlement documents. In addition, effective
upon the filings of such Form 8-K, the Respondent acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Respondent or any of its officers, directors, agents, employees, controlled Affiliates
or agents on the one hand, and any of the Claimant or any of their Affiliates on the other hand, shall terminate and be of no further
force or effect. The Respondent understands and confirms that each Claimant shall be relying on the foregoing covenant in effecting transactions
in securities of the Respondent. Except with respect to the material terms and conditions of the transactions contemplated by the Settlement
documents, which shall be disclosed pursuant to this section the Respondent covenants and agrees that neither it, nor any other person
acting on its behalf will provide any Claimant or its agents or counsel with any information that constitutes, or the Respondent reasonably
believes constitutes, material non-public information, unless prior thereto such Claimant shall have consented in writing to the receipt
of such information and agreed in writing with the Respondent to keep such information confidential. The Respondent understands and confirms
that the Claimant shall be relying on the foregoing covenant in effecting transactions in securities of the Respondent. To the extent
that the Respondent or any of its officers, directors, agents, employees or controlled Affiliates delivers any material, non-public information
to a Claimant without such Claimant&rsquo;s consent, the Respondent hereby covenants and agrees that such Claimant shall not have any
duty of confidentiality to the Respondent or any of its officers, directors, employees, controlled Affiliates or agents or a duty to the
Respondent or any of its officers, directors, employees, Affiliates or agents not to trade on the basis of, such material, non-public
information, provided that the Claimant shall remain subject to applicable law. To the extent that any notice provided pursuant to any
Settlement Document constitutes, or contains, material, non-public information regarding the Respondent or any Subsidiaries, the Respondent
shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The
Respondent understands and confirms that each Claimant shall be relying on the foregoing covenant in effecting transactions in securities
of the Respondent.</TD></TR></TABLE>

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


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

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

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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Affiliate</B>&rdquo; shall have the same meaning as that
term is defined in Rule 405 promulgated under the Securities Act.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Beneficially Owned</B>&rdquo; &ldquo;<B>Beneficially Owning</B>&rdquo;
or &ldquo;<B>Beneficial Ownership</B>&rdquo; shall have the same meaning as such terms are defined or interpreted in Section 13(d) promulgated
under the Exchange Act and the rules and regulations thereunder, including Regulation 13d-3.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Business Days</B>&rdquo; shall mean any day of the week (other
than Saturdays or Sundays) when national banks in New York, New York are open for the transaction of business.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Common Stock</B>&rdquo; means the common stock of SCWorx,
par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Exchange Act</B>&rdquo; means the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Maximum Percentage</B>&rdquo; shall mean the Beneficial Ownership
of 9.99% of the aggregate number of shares of the Common Stock outstanding.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Non-Restricted Shares</B>&rdquo; means shares of Common Stock
that are freely tradable, delivered without any restrictive legend and immediately resalable upon receipt by the Claimant pursuant to
Rule 144(b)(1)(i) under the Securities Act, without any additional holding period, volume limitations or manner of sale restrictions or
a Registration Statement under the Securities Act.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&ldquo;Securities Act&rdquo;</B> means the Securities Act of 1933,
as amended.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Settlement Shares</B>&rdquo; shall mean the collective reference
all of the shares of Common Stock of the Respondent issued and issuable to the Claimant under this Agreement in respect of payment of
the Settlement Amount (a) in connection with the Original Shares and (b) in connection with the &ldquo;True Up Shares&rdquo; (as defined
in Section 2 of this Agreement).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&ldquo;<B>Trading Day</B>&rdquo; means a day on which the principal
market upon which the Common Stock is traded or listed is open.</P>

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

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

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

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

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

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

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      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityCentralIndexKey_lbl" xml:lang="en-US">Entity Central Index Key</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityPrimarySicNumber" xlink:label="dei_EntityPrimarySicNumber" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityPrimarySicNumber" xlink:to="dei_EntityPrimarySicNumber_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityPrimarySicNumber_lbl" xml:lang="en-US">Entity Primary SIC Number</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityTaxIdentificationNumber" xlink:label="dei_EntityTaxIdentificationNumber" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityTaxIdentificationNumber" xlink:to="dei_EntityTaxIdentificationNumber_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityTaxIdentificationNumber_lbl" xml:lang="en-US">Entity Tax Identification Number</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityIncorporationStateCountryCode" xlink:label="dei_EntityIncorporationStateCountryCode" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityIncorporationStateCountryCode" xlink:to="dei_EntityIncorporationStateCountryCode_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityIncorporationStateCountryCode_lbl" xml:lang="en-US">Entity Incorporation, State or Country Code</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressAddressLine1" xlink:label="dei_EntityAddressAddressLine1" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressAddressLine1" xlink:to="dei_EntityAddressAddressLine1_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressAddressLine1_lbl" xml:lang="en-US">Entity Address, Address Line One</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressAddressLine2" xlink:label="dei_EntityAddressAddressLine2" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressAddressLine2" xlink:to="dei_EntityAddressAddressLine2_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressAddressLine2_lbl" xml:lang="en-US">Entity Address, Address Line Two</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressAddressLine3" xlink:label="dei_EntityAddressAddressLine3" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressAddressLine3" xlink:to="dei_EntityAddressAddressLine3_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressAddressLine3_lbl" xml:lang="en-US">Entity Address, Address Line Three</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressCityOrTown" xlink:label="dei_EntityAddressCityOrTown" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressCityOrTown" xlink:to="dei_EntityAddressCityOrTown_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressCityOrTown_lbl" xml:lang="en-US">Entity Address, City or Town</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressStateOrProvince" xlink:label="dei_EntityAddressStateOrProvince" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressStateOrProvince" xlink:to="dei_EntityAddressStateOrProvince_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressStateOrProvince_lbl" xml:lang="en-US">Entity Address, State or Province</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressCountry" xlink:label="dei_EntityAddressCountry" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressCountry" xlink:to="dei_EntityAddressCountry_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressCountry_lbl" xml:lang="en-US">Entity Address, Country</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityAddressPostalZipCode" xlink:label="dei_EntityAddressPostalZipCode" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressPostalZipCode" xlink:to="dei_EntityAddressPostalZipCode_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityAddressPostalZipCode_lbl" xml:lang="en-US">Entity Address, Postal Zip Code</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_CountryRegion" xlink:label="dei_CountryRegion" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_CountryRegion" xlink:to="dei_CountryRegion_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_CountryRegion_lbl" xml:lang="en-US">Country Region</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_CityAreaCode" xlink:label="dei_CityAreaCode" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_CityAreaCode" xlink:to="dei_CityAreaCode_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_CityAreaCode_lbl" xml:lang="en-US">City Area Code</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_LocalPhoneNumber" xlink:label="dei_LocalPhoneNumber" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_LocalPhoneNumber" xlink:to="dei_LocalPhoneNumber_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_LocalPhoneNumber_lbl" xml:lang="en-US">Local Phone Number</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_Extension" xlink:label="dei_Extension" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_Extension" xlink:to="dei_Extension_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_Extension_lbl" xml:lang="en-US">Extension</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_WrittenCommunications" xlink:label="dei_WrittenCommunications" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_WrittenCommunications" xlink:to="dei_WrittenCommunications_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_WrittenCommunications_lbl" xml:lang="en-US">Written Communications</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_SolicitingMaterial" xlink:label="dei_SolicitingMaterial" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SolicitingMaterial" xlink:to="dei_SolicitingMaterial_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_SolicitingMaterial_lbl" xml:lang="en-US">Soliciting Material</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_PreCommencementTenderOffer" xlink:label="dei_PreCommencementTenderOffer" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementTenderOffer" xlink:to="dei_PreCommencementTenderOffer_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_PreCommencementTenderOffer_lbl" xml:lang="en-US">Pre-commencement Tender Offer</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_PreCommencementIssuerTenderOffer" xlink:label="dei_PreCommencementIssuerTenderOffer" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementIssuerTenderOffer" xlink:to="dei_PreCommencementIssuerTenderOffer_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_PreCommencementIssuerTenderOffer_lbl" xml:lang="en-US">Pre-commencement Issuer Tender Offer</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_Security12bTitle" xlink:label="dei_Security12bTitle" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_Security12bTitle" xlink:to="dei_Security12bTitle_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_Security12bTitle_lbl" xml:lang="en-US">Title of 12(b) Security</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_NoTradingSymbolFlag" xlink:label="dei_NoTradingSymbolFlag" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_NoTradingSymbolFlag" xlink:to="dei_NoTradingSymbolFlag_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_NoTradingSymbolFlag_lbl" xml:lang="en-US">No Trading Symbol Flag</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_TradingSymbol" xlink:label="dei_TradingSymbol" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_TradingSymbol" xlink:to="dei_TradingSymbol_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_TradingSymbol_lbl" xml:lang="en-US">Trading Symbol</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_SecurityExchangeName" xlink:label="dei_SecurityExchangeName" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SecurityExchangeName" xlink:to="dei_SecurityExchangeName_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_SecurityExchangeName_lbl" xml:lang="en-US">Security Exchange Name</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_Security12gTitle" xlink:label="dei_Security12gTitle" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_Security12gTitle" xlink:to="dei_Security12gTitle_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_Security12gTitle_lbl" xml:lang="en-US">Title of 12(g) Security</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_SecurityReportingObligation" xlink:label="dei_SecurityReportingObligation" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SecurityReportingObligation" xlink:to="dei_SecurityReportingObligation_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_SecurityReportingObligation_lbl" xml:lang="en-US">Security Reporting Obligation</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_AnnualInformationForm" xlink:label="dei_AnnualInformationForm" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_AnnualInformationForm" xlink:to="dei_AnnualInformationForm_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_AnnualInformationForm_lbl" xml:lang="en-US">Annual Information Form</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_AuditedAnnualFinancialStatements" xlink:label="dei_AuditedAnnualFinancialStatements" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_AuditedAnnualFinancialStatements" xlink:to="dei_AuditedAnnualFinancialStatements_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_AuditedAnnualFinancialStatements_lbl" xml:lang="en-US">Audited Annual Financial Statements</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityWellKnownSeasonedIssuer" xlink:label="dei_EntityWellKnownSeasonedIssuer" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityWellKnownSeasonedIssuer" xlink:to="dei_EntityWellKnownSeasonedIssuer_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityWellKnownSeasonedIssuer_lbl" xml:lang="en-US">Entity Well-known Seasoned Issuer</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityVoluntaryFilers" xlink:label="dei_EntityVoluntaryFilers" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityVoluntaryFilers" xlink:to="dei_EntityVoluntaryFilers_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityVoluntaryFilers_lbl" xml:lang="en-US">Entity Voluntary Filers</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityCurrentReportingStatus" xlink:label="dei_EntityCurrentReportingStatus" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityCurrentReportingStatus" xlink:to="dei_EntityCurrentReportingStatus_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityCurrentReportingStatus_lbl" xml:lang="en-US">Entity Current Reporting Status</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityInteractiveDataCurrent" xlink:label="dei_EntityInteractiveDataCurrent" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityInteractiveDataCurrent" xlink:to="dei_EntityInteractiveDataCurrent_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityInteractiveDataCurrent_lbl" xml:lang="en-US">Entity Interactive Data Current</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityFilerCategory" xlink:label="dei_EntityFilerCategory" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityFilerCategory" xlink:to="dei_EntityFilerCategory_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityFilerCategory_lbl" xml:lang="en-US">Entity Filer Category</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntitySmallBusiness" xlink:label="dei_EntitySmallBusiness" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntitySmallBusiness" xlink:to="dei_EntitySmallBusiness_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntitySmallBusiness_lbl" xml:lang="en-US">Entity Small Business</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityEmergingGrowthCompany" xlink:label="dei_EntityEmergingGrowthCompany" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityEmergingGrowthCompany" xlink:to="dei_EntityEmergingGrowthCompany_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityEmergingGrowthCompany_lbl" xml:lang="en-US">Entity Emerging Growth Company</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityExTransitionPeriod" xlink:label="dei_EntityExTransitionPeriod" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityExTransitionPeriod" xlink:to="dei_EntityExTransitionPeriod_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityExTransitionPeriod_lbl" xml:lang="en-US">Elected Not To Use the Extended Transition Period</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_DocumentAccountingStandard" xlink:label="dei_DocumentAccountingStandard" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_DocumentAccountingStandard" xlink:to="dei_DocumentAccountingStandard_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_DocumentAccountingStandard_lbl" xml:lang="en-US">Document Accounting Standard</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_OtherReportingStandardItemNumber" xlink:label="dei_OtherReportingStandardItemNumber" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_OtherReportingStandardItemNumber" xlink:to="dei_OtherReportingStandardItemNumber_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_OtherReportingStandardItemNumber_lbl" xml:lang="en-US">Other Reporting Standard Item Number</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityShellCompany" xlink:label="dei_EntityShellCompany" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityShellCompany" xlink:to="dei_EntityShellCompany_lbl" xlink:type="arc" />
      <link:label xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label" xlink:label="dei_EntityShellCompany_lbl" xml:lang="en-US">Entity Shell Company</link:label>
      <link:loc xlink:type="locator" xlink:href="https://xbrl.sec.gov/dei/2024/dei-2024.xsd#dei_EntityPublicFloat" xlink:label="dei_EntityPublicFloat" />
      <link:labelArc xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityPublicFloat" xlink:to="dei_EntityPublicFloat_lbl" xlink:type="arc" />
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<SEQUENCE>12
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<DOCUMENT>
<TYPE>XML
<SEQUENCE>14
<FILENAME>R1.htm
<DESCRIPTION>IDEA: XBRL DOCUMENT
<TEXT>
<html>
<head>
<title></title>
<link rel="stylesheet" type="text/css" href="include/report.css">
<script type="text/javascript" src="Show.js">/* Do Not Remove This Comment */</script><script type="text/javascript">
							function toggleNextSibling (e) {
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<body>
<span style="display: none;">v3.24.2</span><table class="report" border="0" cellspacing="2" id="idm140551967101776">
<tr>
<th class="tl" colspan="1" rowspan="1"><div style="width: 200px;"><strong>Cover<br></strong></div></th>
<th class="th"><div>Jul. 12, 2024</div></th>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_CoverAbstract', window );"><strong>Cover [Abstract]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentType', window );">Document Type</a></td>
<td class="text">8-K<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_AmendmentFlag', window );">Amendment Flag</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentPeriodEndDate', window );">Document Period End Date</a></td>
<td class="text">Jul. 12,  2024<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityFileNumber', window );">Entity File Number</a></td>
<td class="text">001-37899<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityRegistrantName', window );">Entity Registrant Name</a></td>
<td class="text">SCWorx Corp.<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityCentralIndexKey', window );">Entity Central Index Key</a></td>
<td class="text">0001674227<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityTaxIdentificationNumber', window );">Entity Tax Identification Number</a></td>
<td class="text">47-5412331<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityIncorporationStateCountryCode', window );">Entity Incorporation, State or Country Code</a></td>
<td class="text">DE<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressAddressLine1', window );">Entity Address, Address Line One</a></td>
<td class="text">590 Madison Avenue<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressAddressLine2', window );">Entity Address, Address Line Two</a></td>
<td class="text">21st Floor<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressCityOrTown', window );">Entity Address, City or Town</a></td>
<td class="text">New York<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressStateOrProvince', window );">Entity Address, State or Province</a></td>
<td class="text">NY<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressPostalZipCode', window );">Entity Address, Postal Zip Code</a></td>
<td class="text">10022<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_CityAreaCode', window );">City Area Code</a></td>
<td class="text">844<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_LocalPhoneNumber', window );">Local Phone Number</a></td>
<td class="text">472-9679<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_WrittenCommunications', window );">Written Communications</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SolicitingMaterial', window );">Soliciting Material</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementTenderOffer', window );">Pre-commencement Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementIssuerTenderOffer', window );">Pre-commencement Issuer Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityEmergingGrowthCompany', window );">Entity Emerging Growth Company</a></td>
<td class="text">true<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityExTransitionPeriod', window );">Elected Not To Use the Extended Transition Period</a></td>
<td class="text">false<span></span>
</td>
</tr>
</table>
<div style="display: none;">
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_AmendmentFlag">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_AmendmentFlag</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_CityAreaCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Area code of city</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_CityAreaCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_CoverAbstract">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Cover page.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_CoverAbstract</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:stringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentPeriodEndDate">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentPeriodEndDate</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:dateItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentType">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentType</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:submissionTypeItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
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<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressAddressLine1">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Address Line 1 such as Attn, Building Name, Street Name</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressAddressLine1</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressAddressLine2">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Address Line 2 such as Street or Suite number</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressAddressLine2</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressCityOrTown">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the City or Town</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressCityOrTown</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressPostalZipCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Code for the postal or zip code</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressPostalZipCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the state or province.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressStateOrProvince</td>
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<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityCentralIndexKey">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityCentralIndexKey</td>
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<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<td>dei:centralIndexKeyItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
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<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityEmergingGrowthCompany">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Indicate if registrant meets the emerging growth company criteria.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityEmergingGrowthCompany</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityExTransitionPeriod">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Securities Act<br> -Number 7A<br> -Section B<br> -Subsection 2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityExTransitionPeriod</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityFileNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityFileNumber</td>
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<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<td>dei:fileNumberItemType</td>
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<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
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<td>duration</td>
</tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityIncorporationStateCountryCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Two-character EDGAR code representing the state or country of incorporation.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityIncorporationStateCountryCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:edgarStateCountryItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityRegistrantName">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityRegistrantName</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityTaxIdentificationNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityTaxIdentificationNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<tr>
<td><strong> Data Type:</strong></td>
<td>dei:employerIdItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
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<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_LocalPhoneNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Local phone number for entity.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_LocalPhoneNumber</td>
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<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
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<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
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<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_PreCommencementIssuerTenderOffer">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 13e<br> -Subsection 4c<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_PreCommencementIssuerTenderOffer</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_PreCommencementTenderOffer">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 14d<br> -Subsection 2b<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_PreCommencementTenderOffer</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_SolicitingMaterial">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 14a<br> -Subsection 12<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_SolicitingMaterial</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
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<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_WrittenCommunications">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Securities Act<br> -Number 230<br> -Section 425<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_WrittenCommunications</td>
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<td>xbrli:booleanItemType</td>
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<td><strong> Balance Type:</strong></td>
<td>na</td>
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<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
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