Form 8-K - Current report (2024)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):April 19, 2024

ALTERNUS CLEAN ENERGY,INC.

(Exact name of registrant as specified in its charter)

(803) 280-1468

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see GeneralInstruction A.2. below):

Securities registered pursuant to Section12(b)ofthe Act:

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section13(a)of the Exchange Act.☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 19, 2024, AlternusClean Energy, Inc. (the “Company”), a company incorporated under the laws State of Delaware, entered into a SecuritiesPurchase Agreement (the “Purchase Agreement”), by and between the Company and an institutional investor (the “Investor”),pursuant to which the Company agreed to issue to the Investor a senior convertible note in the principal amount of $2,160,000, issuedwith an eight percent (8.0%) original issue discount (the “Convertible Note”), and a warrant (the “Warrant”)to purchase up to 2,411,088 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),equal to 50% of the face value of the Convertible Note divided by the volume weighted average price, at an exercise price of $0.480 pershare (the “Exercise Price”). Pursuant to the Purchase Agreement, with the closing of the private placement of theConvertible Note and Warrant, pursuant to which Maxim Group LLC (“Maxim”), acted as placement agent (the “PrivatePlacement”), the Company received gross proceeds of $2,000,000, before fees and other expenses associated with the transaction.The Company intends to use the net proceeds received by it in connection with the Private Placement primarily for working capital, andgeneral corporate purposes.

The Convertible Note matureson April 20, 2025 (unless accelerated due to an event of default, or accelerated up to six installmentsby the Investor), bears interest at a rate of seven percent (7%) per annum, which shall automatically be increased to twelve percent(12.0%) per annum in the event of default and ranks senior to the Company’s existing and future unsecured indebtedness. The ConvertibleNote is convertible in whole or in part at the option of the Investor into shares of Common Stock (the “Conversion Shares”)at the Conversion Price (as defined below) at any time following the date of issuance of the Convertible Note. The Convertible Note ispayable monthly on each Installment Date (as defined in the Convertible Note) commencing on the earlier of July 18, 2024 and the effectivedate of the initial registration statement required to be filed pursuant to the Registration Rights Agreement (as defined below) in anamount equal the sum of (A) the lesser of (x) $216,000 and (y) the outstanding principal amount of the Convertible Note, (B) interestdue and payable under the Convertible Note and (C) other amounts specified in the Convertible Note (such sum being the “InstallmentAmount”); provided, however, if on any Installment Date, no failure to meet the Equity Conditions (as defined in the ConvertibleNote) exits pursuant to the Convertible Note, the Company may pay all or a portion of the Installment Amount with shares of its commonstock. The portion of the Installment Amount paid with common stock shall be based on the Installment Conversion Price. “InstallmentConversion Price” means the lower of (i) the Conversion Price (defined below) and (ii) the greater of (x) 92% of the averageof the two (2) lowest daily VWAPs (as defined in the Convertible Note) in the ten (10) trading days immediately prior to each conversiondate and (y) $0.07. “Equity Conditions Failure” means that on any day during the period commencing twenty (20) tradingdays prior to the applicable Installment Notice Date or Interest Date (each as defined in the Convertible Note) through the later of theapplicable Installment Date or Interest Date and the date on which the applicable shares of Common Stock are actually delivered to theHolder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).

The Convertible Note is convertible,at the option of the Investor, at any time, into such number of shares of Common Stock of the Company equal to the principal amount ofthe Convertible Note plus all accrued and unpaid interest at a conversion price equal to $0.480 (the “Conversion Price”).The Conversion Price is subject to full ratchet antidilution protection, subject to a floor conversion price of $0.07 per share (the “FloorPrice”), a limitation required by the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”), andcertain exceptions upon any subsequent transaction at a price lower than the Conversion Price then in effect and standard adjustmentsin the event of stock dividends, stock splits, combinations or similar events.

Alternatively, in the eventof an event of default continuing for 20 trading days and ending with Event of Default Redemption Right Period (as defined in the ConvertibleNote), the Conversion Price may be converted to an “Alternate Conversion Price”, which is defined as the lower of (i)the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion (as defined in theConvertible Note), and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the fifteen (15)consecutive trading day period ending on and including the trading day immediately preceding the delivery or deemed delivery of the applicableConversion Notice. These conversions shall be further subject to Redemption Premiums, as is further described in the Convertible Note.

The Convertible Note may notbe converted and shares of Common Stock may not be issued under the Convertible Note if, after giving effect to the conversion or issuance,the Investor together with its affiliates would beneficially own in excess of 4.99% (or, upon election of the Investor, 9.99%) of theoutstanding Common Stock. In addition to the beneficial ownership limitations in the Convertible Note, the sum of the number of sharesof Common Stock that may be issued under that certain Purchase Agreement (including the Convertible Note and Warrant and Common Stockissued thereunder) is limited to 19.99% of the outstanding Common Stock as of April 19, 2024 (the “Exchange Cap”, whichis equal to 16,007,325 shares of Common Stock, subject to adjustment as described in the Purchase Agreement), unless shareholder approval(as defined in the Purchase Agreement) (“Stockholder Approval”) is obtained by the Company to issue more than the ExchangeCap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reversestock split or other similar transaction.

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Under the Purchase Agreement,the Company also agreed within 120 days following the closing to obtain stockholder approval under Nasdaq Listing Rule 5635(d) to permitissuance of greater than 19.99% of the Company’s outstanding shares of Common Stock as of date of the Purchase Agreement at a priceless than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)). Prior to the receipt of the Stockholder Approval, no ConvertibleNote may be converted and no Warrant may be exercised that would cause the Company to issue shares that would cause the Company to breachthe rules or regulations of Nasdaq.

The Purchase Agreement containscertain representations and warranties, covenants and indemnities customary for similar transactions. In addition, pursuant to the PurchaseAgreement, the Company has also agreed to the following covenants: (i) for so long as the earlier of the date on which (x) the Investorceases to holds the securities, and (y) 90 trading days from the date of the Purchase Agreement, the Company shall not, without the Investor’sprior written consent and subject to certain exceptions, enter into any variable rate transaction or transaction in which a third partyis granted the right to receive Company securities based on future transactions of the Company on terms more favorable than those grantedto such party pursuant to such initial transaction.

The Convertible Note containscustomary events of default including but not limited to: (i) failure to make payments when due under the Convertible Note for a periodof atleast 5 trading days; (ii) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrant) by delivery ofthe required number of shares of Common Stock within five trading days after the applicable conversion date ; (iii) bankruptcy or insolvencyof the Company; and (iv) failure to procure Stockholder Approval within 120 days after the closing. If an event of default occurs, Buyermay require the Company to redeem all or any portion of the Debenture (including all accrued and unpaid interest thereon), in cash.

Additionally, the Warrantis exercisable immediately and will expire on the date that is five and one-half (5 1/2) years after its date of issuance (the “MaturityDate”) and may be exercised on a cashless basis in the event of a fundamental transaction involving the Company or if the resaleof the shares of Common Stock underlying the Warrant is not covered by a registration statement. The Exercise Price is subject to fullratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions,upon any subsequent transaction at a price lower than the Exercise Price then in effect and standard adjustments in the event of certainevents, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

In connection with the PurchaseAgreement, the Company also entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”),requiring the Company to register the resale by the Investor of the Common Stock underlying the Convertible Note, the shares of CommonStock underlying the Warrant, of which the reserve for Convertible Note shall include calculations for: (i) the Convertible Note beingconvertible at the Conversion Price Floor (as defined in the Convertible Note) assuming an Alternate Conversion Date (as defined in theConvertible Note) as of the date of Purchase Agreement, plus (ii) the interest on the Convertible Note which shall accrue through theMaturity Date and shall be converted in shares of Common Stock at a conversion price equal to the Conversion Price Floor assuming an AlternateConversion Date as of the date of Purchase Agreement, and plus (iii) any such conversion shall not take into account any limitations onthe conversion of the Convertible Note). The Company has agreed to file a registration statementwithin 5 days of the closing of the Private Placement to register the shares of Common Stock issuable under the Convertible Noteand the Warrant with the Securities and Exchange Commission (the “SEC”), which shall be necessitated to be deemed effectivewithin 60 days after the day of initial filing of the registration statement, and 90 days following the filing if the SEC notifiesthe Company that the SEC shall “review” such registration statement.

Inconnection with the Purchase Agreement, the Company entered into voting agreement with the Alternus Energy Group Plc (the “Parent”),pursuant to which the Parent has agreed to vote the securities of the Company held by such party at the time of each subsequent stockholdermeeting in favor of the Requisite Stockholder Approval (each such agreement, a “Voting Agreement”). The Parent owns,in the aggregate, approximately 72% of the issued and outstanding shares of the Common Stock of the Company.

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Maxim Group LLC served asthe sole placement agent (the “Placement Agent”) for the Company in connection with the Private Placement. In connectionwith the foregoing, the Company entered into a placement agency agreement with the Placement Agent (the “Placement Agency Agreement”),and agreed to issue the Placement Agent, a warrant to purchase up to an aggregate of 241,109 shares of Common Stock (the “PlacementAgent Warrant”) at an exercise price of $0.527per share, which Placement Agent Warrant is exercisable at any time on orafter the six-month anniversary of the closing date of the Private Placement and will expire on the third (3^rd) anniversaryof the effective date if the registration statement registering the underlying warrant shares. Pursuant to the Placement Agency Agreement,in consideration for acting as the Placement Agent for the Private Placement, in addition to the Placement Agent Warrant, the Companyhas agreed to (i) pay the Placement Agent a cash fee of 7.0% of the gross proceeds received by the Company from the Investor, and (ii)reimburse up to $50,000 of Maxim’s reasonable accountable expenses, including, without limitation, fees and disbursem*nts of Maxim’scounsel and all travel and other out-of-pocket expenses. The Placement Agency Agreement contains customary representations, warrantiesand agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the partiesthereto, and termination provisions.

The offer and sale of thesecurities in the Private Placement was made pursuant to the exemption from registration provided by Section 4(a)(2) of the SecuritiesAct, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder. Such offer and sale wasmade only to an “accredited investor” under Rule 501 of Regulation D promulgated under the Securities Act, and without anyform of general solicitation and with full access to any information requested by such investor regarding the Company or the securitiesoffered and to be issued in the Private Placement.

The foregoing does notpurport to be a complete description of each of the Placement Agency Agreement, the Convertible Note, the Warrant, the PlacementAgent Warrant, the Purchase Agreement, the Registration Rights Agreement, the Voting Agreement, and each such description isqualified in its entirety by reference to the full text of each such document, forms of which are attached as Exhibits 1.1, 4.1,4.2, 4.3, 10.1, 10.2, and 10.3 to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated byreference herein.

Separately,on April 22, 2024, the Company issued a press release announcing the Private Placement, a copy of which is attached as Exhibit 99.1 tothis Form 8-K.

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

Theinformation set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sale of Equity Securities.

Theapplicable information set forth in Item 1.01 hereof with respect to the issuance of Company securities in connection with the PrivatePlacement is incorporated herein by reference.

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Forward Looking Statements

All statements contained inthis Current Report on Form 8-K other than statements of historical facts, including any information on the Company’s plans or futurefinancial or operating performance and other statements that express the Company’s management’s expectations or estimatesof future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”“project,” “should,” “would” and similar expressions, as they relate to the Company or its managementteam. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currentlyavailable to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significantbusiness, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that suchforward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performanceor achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressedor implied by the forward-looking statements. These statements should not be relied upon as representing the Company’s assessmentsof any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisionsor changes after the date of this release, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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

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Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

April 19, 2024

Mr. Vincent Browne

Chief Executive Officer

Alternus Clean Energy, Inc.

360 Kingsley Park Drive, Suite 250

Fort Mill, South Carolina 29715

Dear Mr. Browne:

This letter (the “Agreement”)constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and AlternusClean Energy, Inc., a Delaware corporation, (the “Company”), that Maxim shall serve as the exclusive placement agentfor the Company, on a “commercially reasonable efforts” basis, in connection with the proposed private placement (the “Placement”)of senior convertible notes (the “Notes”), which Notes shall be convertible into shares of the Company’s commonstock, par value $0.0001 (the “Common Stock”) in certain circ*mstances (the “Conversion Shares”)and common stock purchase warrants to purchase Common Stock (the “Warrants,” and the shares issuable upon exerciseof the Warrants, the “Warrant Shares” and the Notes, Warrants, Conversion Shares and Warrant Shares, collectively,the “Securities”). The terms of the Placement shall be mutually agreed upon by the Company, Maxim and the purchasersof the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutesthat Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securitiesor complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection withthe Placement, including the Purchase Agreement (as hereinafter defined) shall be collectively referred to herein as the “TransactionDocuments.” Each date on which there is a closing (each a “Closing”) of the Placement shall be referred toherein as a “Closing Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunderare on a commercially reasonable efforts basis only and that the execution of this Agreement does not constitute a legal or binding commitmentby Maxim to purchase the Securities or introduce the Company to investors and does not ensure the successful placement of the Securitiesor any portion thereof or the success of Maxim with respect to securing any other financing on behalf of the Company. The Placement Agentmay retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The saleof the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)between the Company and such Purchaser in a form reasonably acceptable to the Company and Maxim. Prior to the signing of the PurchaseAgreement, officers of the Company will be available to answer inquiries from prospective Purchasers.

Notwithstanding anything hereinto the contrary, in the event Maxim determines that any of the terms provided for hereunder shall not comply with a FINRA rule, includingbut not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement in writing upon the request of Maxim to complywith any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.

Unless otherwise provided,all dollar amounts in this Agreement shall be U.S. dollars.

SECTION 1. COMPENSATION.As compensation for the services provided by Maxim hereunder, the Company agrees to pay to Maxim:

(A) Acash fee payable in U.S. dollars equal to seven percent (7.0%) of the gross proceeds received by the Company from Purchasers at each Closing(the “Cash Compensation”). The Cash Compensation shall be paid by wire transfer on the date of each Closing of thePlacement from the gross proceeds of the Securities sold.

(B) Suchnumber of common stock purchase warrants (the “Placement Agent Warrants”) to Maxim or its designees to purchase sharesof Common Stock equal to five (5.0%) percent of the total number of Conversion Shares sold in the Placement. The Placement Agent Warrantswill be exercisable six (6) months after the Closing Date and will expire three (3) years from the effective date of the registrationstatement registering the underlying shares; provided, however, that in no event shall the expiration date be more than five (5) yearsfrom the commencement of sales. The Placement Agent Warrants will be exercisable at a price equal to 110% of the initial conversion priceof the Notes. The Placement Agent Warrants shall not be transferable for six (6) months following the Closing, except as permitted byFinancial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(1).

(C) TheCompany also agrees to reimburse Maxim at each Closing for all of Maxim’s reasonable accountable expenses, including, without limitation,fees and disbursem*nts of Maxim’s counsel and all travel and other out-of-pocket expenses, incurred by Maxim in connection withthe Placement, up to a maximum aggregate amount of $50,000; provided, however, that the Company has advanced Maxim $25,000 for such reasonableaccountable expenses. In the event this Agreement shall terminate prior to the consummation of the Placement, Maxim shall be entitledto reimbursem*nt of its actual, out-of-pocket accountable expenses (including legal fees) incurred by the Placement Agent in connectionwith the Placement.

SECTION 2. REPRESENTATIONSAND WARRANTIES OF THE COMPANY. Each of the representations and warranties (together with any related disclosures in any disclosureschedules appended thereto) made by the Company to the Purchasers in the Transaction Documents, is hereby incorporated herein by reference(as though fully restated herein) and is, as of the date of this Agreement, hereby made to, and in favor of, the Placement Agent. In additionto the foregoing, the Company represents and warrants to the Placement Agent that:

(A) (i)the Company has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) thisAgreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable in accordancewith its terms; and (iii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby doesnot conflict with or result in a breach of (y) the Company’s certificate of incorporation or by-laws or other charter documentsor (z) any agreement to which the Company is a party or by which any of its property or assets is bound.

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(B) Alldisclosure provided by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated hereby,taken together with all filings the Company has made with the Securities and Exchange Commission, is true and correct in all materialaspects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make thestatements made therein, in the light of the circ*mstances under which they were made, not misleading. Each filing made by the Companywith the Securities and Exchange Commission since January 1, 2023 did not at the time of release contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the lightof the circ*mstances under which they were made, not misleading. To the best of the Company’s knowledge and belief, other than the currentcapital raising (of which this Agreement forms a part), no event or circ*mstance has occurred or information exists with respect to theCompany or its business, properties, prospects, operations or financial conditions, which, under the applicable laws, rules or regulations,requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

(C) TheCompany has not taken and will not take any action, directly or indirectly, so as to cause the Placement to fail to be entitled to relyupon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”).In effecting the Placement, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulationsthereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national,provincial, city or other legal requirements).

(D) TheCompany has the power to submit, and pursuant to Section 10 of this Agreement, has legally, validly, effectively and irrevocably submitted,to the non-exclusive personal jurisdiction of the New York State Supreme Court, County of New York, and the United States District Courtfor the Southern District of New York (each, a “New York Court”). The Company has the power to designate, appoint andauthorize, and pursuant to Section 10 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorizedagent for service of process in any action arising out of or relating to this Agreement or the Placement in any New York Court, and serviceof process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section10 of this Agreement.

SECTION 3. REPRESENTATIONSOF MAXIM. Maxim represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer underthe Securities Exchange Act of 1934, as amended, (iii) is licensed as a broker/dealer under the laws of the states applicable to the offersand sales of the Securities by Maxim, (iv) is and will be a body corporate validly existing under the laws of its place of incorporation;(v) has full power and authority to enter into and perform its obligations under this Agreement, (vi) the Placement Agent has not takenand will not take any action, directly or indirectly, so as to cause the Placement to fail to be entitled to rely upon the exemption fromregistration afforded by Section 4(a)(2) of the Act; (vii) in effecting the Placement, the Placement Agent agrees to comply in all materialrespects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements(including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements), (viii) this Agreementhas been duly authorized and executed and constitutes a legal, valid and binding agreement of Maxim enforceable in accordance with itsterms, and (ix) neither the Placement Agent, any person compensated for soliciting investors in the Placement, nor any general partner,managing member, executive officer, director or officer of the Placement Agent participating in the Placement is subject to any of the“Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “DisqualificationEvent”), except for a Disqualification Event covered by Rule 506(d)(2). Maxim will immediately notify the Company in writingof any change in its status as such. Maxim covenants that it will use its reasonable best efforts to conduct the Placement hereunder incompliance with the provisions of this Agreement and the requirements of applicable law.

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SECTION 4. INDEMNIFICATION.The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination orexpiration of this Agreement.

SECTION 5. ENGAGEMENTTERM.

(A) The Placement Agent’sengagement hereunder shall be until the final Closing Date of the Placement (such date, the “Termination Date”). Theengagement hereunder may also be earlier terminated for Cause. “Cause,” for the purpose of this Agreement, shall mean,as determined by a court of competent jurisdiction, the Placement Agent’s gross negligence, willful misconduct, or material breachof this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within twenty (20) days of notification.

(B) Notwithstandinganything herein to the contrary, Section 1, Section 4, this Section 5, Sections 10, 11 and 12 and all of Addendum A attached hereto(the terms of which are incorporated by reference hereto), will survive any termination or expiration of this Agreement. The terminationof this Agreement shall not affect the Company’s obligation to pay fees to the extent provided for in Section 1 herein and shall not affectthe Company’s obligation to reimburse the expenses accruing prior to such Termination Date to the extent provided for herein. All suchaccrued fees and reimbursem*nts due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees andreimbursem*nts are earned or owed as of the Termination Date) or upon the Closing of the Placement or any applicable portion thereof (inthe event such fees are due pursuant to the terms of Section 1 hereof).

(C) Uponany termination or expiration of this Agreement, unless the Company terminates this Agreement for Cause, if the Company completes anypublic or private financing with any investors introduced to the Company by the Placement Agent within six (6) months thereafter, thePlacement Agent is entitled to receive compensation as set forth in Sections 1. If the Placement Agent exercises its right of first refusalunder Section 9, then its compensation shall be paid pursuant to that provision.

SECTION 6. MAXIMINFORMATION. The Company agrees that any information or advice rendered by Maxim in connection with this engagement is for the confidentialuse of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose orotherwise refer to the advice or information in any manner without Maxim’s prior written consent.

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SECTION 7. NOFIDUCIARY RELATIONSHIP; SECURITIES AND OTHER LAW COMPLIANCE.

(A) ThisAgreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, exceptthose entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that Maxim is not and shallnot be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Companyor any other person by virtue of this Agreement or the retention of Maxim hereunder, all of which are hereby expressly waived.

(B) TheCompany, at its own expense, will use its best efforts to obtain any registration, qualification or approval required to sell any Securitiesunder the laws (including U.S. state “blue sky” laws) of any applicable jurisdictions.

SECTION 8. CLOSING.The obligations of the Placement Agent hereunder, and the closing of the sale of the Securities pursuant to the Purchase Agreement aresubject to the accuracy, when made and on each Closing Date, of the representations and warranties on the part of the Company and itssubsidiaries contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries madein any certificates pursuant to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder,and to each of the following additional terms and conditions:

(A) Allcorporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,the Securities and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactoryin all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and informationthat they may reasonably request to enable them to pass upon such matters.

(B) ThePlacement Agent shall have received as of each Closing Date a PDF copy of the duly executed Notes delivered to each Purchaser.

(C) ThePlacement Agent shall have received as of each Closing Date a PDF copy of the duly executed Warrants delivered to each Purchaser.

(D) The Placement Agentshall have received as of each Closing Date the duly executed Placement Agent Warrants.

(E) ThePlacement Agent shall have received as of each Closing Date the favorable opinions of counsels to the Company, dated as of such ClosingDate, addressed to the Placement Agent in form and substance satisfactory to the Placement Agent.

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(F) (i)Neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited or unaudited financial statementsincluded or incorporated by reference in its reports publicly filed with the Securities and Exchange Commission, any material loss orinterference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or fromany labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Purchase Agreementand disclosure schedules thereto and (ii) since such date there shall not have been any change in the capital stock or long-term debtof the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business,general affairs, management, financial position, shareholders’ equity, results of operations or prospects of the Company and itssubsidiaries, otherwise as set forth in or contemplated by the Purchase Agreement and disclosure schedules thereto, the effect of which,in any such case described in clause (i) or (ii), is, in the reasonable judgment of the Placement Agent, so material and adverse as tomake it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplatedby the Purchase Agreement and disclosure schedules thereto.

(G) Subsequentto the execution and delivery of this Agreement and up to the Closing Date, there shall not have occurred any of the following: (i) tradingin the Company’s securities generally on the applicable trading market shall have been suspended or minimum or maximum prices ormaximum ranges for prices shall have been established on any such exchange or such market by the Securities and Exchange Commission orby such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have beendeclared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearanceservices in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently engaged,the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or there shall havebeen a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any other calamity or crisisor any change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such eventin clause (iii) or (iv) that makes it, in the sole and reasonable judgment of the Placement Agent, impracticable or inadvisable to proceedwith the sale or delivery of the Securities on the terms and in the manner contemplated by the Purchase Agreement.

(H) Noaction shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmentalagency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affectthe business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state courtof competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities ormaterially and adversely affect the business or operations of the Company.

(I) TheCompany shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effectand shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.

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(J) Onor prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documentsas the Placement Agent may reasonably request, including:

(i) acertificate of the Company, duly executed by the Secretary of the Company;

(ii) acertificate of the Company, duly executed by the Chief Executive Officer;

(iii) acertificate of good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (orcomparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date;

(iv) acertificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (orcomparable office) of each jurisdiction in which the Company and each subsidiary conducts business and is required to so qualify, as ofa date within ten (10) days of the Closing Date; and

(v) acertified copy of the Charter as certified by the Delaware Secretary of State within ten (10) days of the Closing Date.

(K) TheCompany shall have furnished to the Placement Agent a letter on the letterhead of the Company, duly executed by the Chief Executive Officerof the Company, setting forth the wire amounts of each Purchaser and the wire transfer instructions of the Company (the “Flowof Funds Letter”).

All opinions, letters, evidenceand certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only ifthey are in form and substance reasonably satisfactory to counsel for the Placement Agent.

SECTION 9. RIGHT OF FIRSTREFUSAL Upon the Closing of a Placement, for a period of twelve (12) months after the final Closing, the Company grants thePlacement Agent the right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or solesales agent, for any and all future public and private equity, equity-linked, convertible or debt offerings, subject to theexceptions set forth below, during such twelve (12) month period of the Company, or any successor to or any subsidiary of theCompany (a “Subsequent Offering”). The Company shall provide the Placement Agent with written notice of no lessthan three (3) business days following its election to engage in a Subsequent Offering, which notice shall describe the proposedterms and conditions of such Subsequent Offering. The Placement Agent shall notify the Company within ten (10) business days of itsreceipt of the written offer contemplated above as to whether it agrees to accept such retention. If the Placement Agent declines toexercise its right of first refusal, the Company shall have the right to retain any other entity or person in connection with theSubsequent Offering on terms which are not materially more favorable to such other entity or person than the terms declined by thePlacement Agent. If the Placement Agent should decline to exercise its right of first refusal, the Company shall have no furtherobligation to the Placement Agent with respect to such other Subsequent Offering, except as otherwise provided for herein.

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SECTION 10. GOVERNINGLAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreementsmade and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consentof the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successorsand permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conductin connection herewith is waived. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arisingout of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court,County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it mayhave or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New YorkSupreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, actionor proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process whichmay be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States DistrictCourt for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or private carrier(Federal Express, UPS or equivalent) to the Company’s address shall be deemed in every respect effective service of process uponthe Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail or privatecarrier (Federal Express, UPS or equivalent) to the Placement Agent’s address shall be deemed in every respect effective serviceprocess upon the Placement Agent, in any such suit, action or proceeding. Nothing contained herein shall be deemed to limit in any wayany right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisionsof a Transaction Document, the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’sfees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

SECTION 11. ENTIREAGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understandingbetween the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provisionof this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in anyother respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amendedor otherwise modified or waived except by an instrument in writing signed by both Maxim and the Company. The representations, warranties,agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities, as applicable. ThisAgreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreementand shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood thatboth parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf formatfile, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)with the same force and effect as if such facsimile or .pdf signature page were an original thereof. The Company agrees that the PlacementAgent may rely upon, and is a third party beneficiary of, the representations and warranties, and applicable covenants set forth in thePurchase Agreement. Notwithstanding anything herein to the contrary, the Engagement Letter, dated March 29, 2023, and amended on May 16,2023 (the “Engagement Letter”), by and between the Company and Maxim, including but not limited to Sections 14 and15(b) of the Engagement Letter, shall continue to be effective and the terms therein shall continue to survive and be enforceable by Maximin accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Letter and this Agreement,this Agreement shall prevail.

SECTION 12. NOTICES.Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shallbe deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent via facsimile oremail transmission to the email address specified on the signature pages attached hereto, (b) the date of mailing, if sent by certifiedmail or by private carrier (Federal Express, UPS or equivalent), or (c) upon actual receipt by the party to whom such notice is requiredto be given. The address for such notices and communications shall be as set forth on the signature pages hereto.

SECTION 13. SECURITIES AND OTHER LAWCOMPLIANCE. The Company, at its own expense, will use its best efforts to obtain any registration, qualification or approval requiredto sell any securities under the laws (including U.S. state “blue-sky” laws) of any applicable jurisdictions or any instrumentalitythereof.

SECTION 14. PRESS ANNOUNCEMENTS.The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the PlacementAgent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisem*ntsin financial and other newspapers and journals, in each case at its own expense.

[The remainder of thispage has been intentionally left blank.]

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Please confirm that the foregoingcorrectly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.

Accepted and Agreed to as of

the date first written above:

AlternusClean Energy, Inc.

Address for notice:

ADDENDUM A

INDEMNIFICATION PROVISIONS

Capitalized terms used inthis Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached:

In addition to and withoutlimiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Companyagrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims,damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursem*nts, and any and all actions, suits, proceedingsand investigations in respect thereof and any and all legal and other costs, expenses and disbursem*nts in giving testimony or furnishingdocuments in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursem*nts, asand when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or notin connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly,caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, withoutlimitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligationsunder the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, anybreach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, documentor agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreementor these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction(not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the IndemnifiedParty seeking indemnification hereunder.

The Company also agrees thatno Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or inconnection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liabilityis found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directlyfrom such Indemnified Party’s gross negligence or willful misconduct.

These Indemnification Provisionsshall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliatedentities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securitieslaws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling personsof any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any IndemnifiedParty.

If any action, suit, proceedingor investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonablepromptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligationshereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursem*ntsof such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities,cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim againstany Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent,settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement,compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties ofan unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or withrespect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of anyIndemnified Party or any action or inaction of any Indemnified Party.

In order to provide for justand equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a finaljudgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case,even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses towhich any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders,subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation providedin clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, butalso the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements,acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulentmisrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. Therelative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemedto be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions towhich the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction ortransactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount offees previously received by Placement Agent pursuant to the Agreement.

Neither termination nor completionof the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The IndemnificationProvisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Partiesand their respective successors, assigns, heirs and personal representatives.

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Exhibit 4.1

THE ISSUE AND SALE OF THIS SECURITY AND THESECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIESCOMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE OFFERED OR SOLD EXCEPTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITYAND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTEREDBROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDERTHE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIESISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUEDISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), TALIESIN DURANT, A REPRESENTATIVE OF THE COMPANY WILL,BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBEDIN TREASURY REGULATION §1.1275-3(b)(1)(i). TALIESIN DURANT MAY BE REACHED AT TELEPHONE NUMBER 803-280-1468.

AlternusClean Energy, Inc.

SeniorConvertible Note

FOR VALUE RECEIVED,Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), hereby promises to pay to _________ or its registeredassigns (“Holder”) the amount set forth above as the original principal amount (as reduced pursuant to the terms hereofpursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date, on anyInstallment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemptionor otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstandingPrincipal at the applicable Interest Rate from the date set forth above as the Issuance Date (the “Issuance Date”)until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amountdue on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).This Senior Unsecured Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this“Note”) is issued pursuant to that certain Securities Purchase Agreement, dated as of April 19, 2024 (the “SubscriptionDate”), by and among the Company and the investor (the “Buyer”) referred to therein, as amended from timeto time (the “Securities Purchase Agreement”). Certain capitalized terms used herein are defined in Section32and capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.

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1. PAYMENTSOF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on suchInstallment Date in accordance with Section8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excludingany amounts paid in shares of Common Stock on the Maturity Date in accordance with Section8) representing all outstanding Principal,accrued and unpaid Interest, accrued and unpaid Late Charges (as defined in Section25(c)) on such Principal and Interest and Make-WholeAmount. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, Make-WholeAmount, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal, Make-Whole Amount and Interest, if any. Notwithstandinganything herein to the contrary, with respect to any conversion or redemption hereunder, as applicable, the Company shall convert or redeem,as applicable, First, all accrued and unpaid Late Charges on any Principal and Interest hereunder and all other amounts owed tothe Holder under any other Transaction Document, Second, all accrued and unpaid Interest hereunder and Third, all Principaloutstanding hereunder.

2. INTEREST;INTEREST RATE.

(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 twelve30-day months and shall be payable in arrears on each Interest Date, commencing with the Initial Installment Date. Interest shall be payableon each such Interest Date to the record holder of this Note immediately before 9:00 a.m., New York City time on the applicable InterestDate, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure as of thedate of delivery of such Interest Shares with respect to the applicable Interest Date; provided, however, that the Company may, at itsoption following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combinationof Cash Interest and Interest Shares. To exercise its option to pay Cash Interest or any combination of Cash Interest and Interest Shareswith respect to any Interest Date, the Company shall deliver a written notice (each, an “Interest Election Notice”)to each holder of the Notes on or prior to the Interest Notice Due Date (the date such notice is delivered to the Holder, the “InterestNotice Date”), which notice elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares andspecifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in InterestShares, and (ii)if such Interest payment includes Interest Shares, certifies that there has been no Equity Conditions Failure asof the Interest Notice Date; provided, however, that the Company shall be deemed to have certified that no Equity Conditions Failure existsif the Company does not deliver any notice to the contrary. If an Equity Conditions Failure has occurred as of the Interest Notice Date,then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless theHolder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary,if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure subsequently occurs at anytime prior to the applicable Interest Date, (A)the Company shall provide the Holder a subsequent notice to that effect, and (B)unlessthe Holder waives the Equity Conditions Failure, the Interest shall be paid in Cash Interest. Interest to be paid on an Interest Datein Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordancewith Section3(a)) of Common Stock equal to the quotient of (1)the amount of Interest payable on such Interest Date less anyCash Interest paid and (2)the Alternate Conversion Price in effect on the applicable Interest Date.

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(b) Whenany Interest Shares are to be paid on an Interest Date, the Company shall (i) provided that the Company’s transfer agent (the “TransferAgent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program(“FAST”), credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’sor its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii)if the Transfer Agentis not participating in FAST, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained bythe Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing tothe Company at least two (2)Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holderor its designee, for the number of Interest Shares to which the Holder shall be entitled.

(c)Prior to the payment of Interest on an Interest Date,Interest on this Note shall accrue at the Interest Rate and be payable by wayof inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section3(b)(i)or upon anyredemption in accordance with Section13 or any required payment upon any Bankruptcy Event of Default. From and after the occurrenceand during the continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to theHolder or if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Eventof Default has occurred), the Interest Rate shall automatically be increased to twelve percent (12.0%) per annum (the “DefaultRate”). 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’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustmentreferred 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 continueto apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cureof such Event of Default.

3. CONVERSIONOF THE NOTE. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessableshares of Common Stock, on the terms and conditions set forth in this Section3.

(a) ConversionRight. Subject to the provisions of Section3(d), at any time or times on or after the Issuance Date, the Holder shall be entitledto convert all or any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessableshares of Common Stock in accordance with Section3(c), at the Conversion Rate (as defined below). The Company shall not issue anyfraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of CommonStock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and alltransfer, 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 Common Stock upon conversion of any Conversion Amount.

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(b) ConversionRate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section3(a) shall bedetermined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

(i) “ConversionAmount” means the sum of (A) the portion of the Principal of this Note to be converted, redeemed or otherwise with respect towhich this determination is being made, (B) accrued and unpaid Interest with respect to such Principal of this Note, (C) the Make-WholeAmount, (D) accrued and unpaid Late Charges with respect to such Principal of this Note, Make-Whole Amount and Interest, if any, and (E)any other unpaid amounts pursuant to the Transaction Documents, if any.

(ii) “ConversionPrice” means $0.48, subject to adjustment as provided herein.

(c) Mechanicsof Conversion.

(i) OptionalConversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), theHolder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, acopy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)to the Company. If required by Section3(c)(iii), within four (4) 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 indemnificationundertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section19(a)). On or beforethe first (1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as requiredpursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable ConversionDate of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), theCompany shall (1) provided that the Transfer Agent is participating in FAST, credit such aggregate number of shares of Common Stock towhich the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTCthrough its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of theHolder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registeredin the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant tosuch conversion. If this Note is physically surrendered for conversion pursuant to Section3(c)(iii) and the outstanding Principalof this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as reasonablypracticable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to theHolder (or its designee) a new Note (in accordance with Section19(d)) representing the outstanding Principal not converted. ThePerson or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposesas the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Notepursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) asset forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration RightsAgreement, within five (5) days after the effective date of the Registration Statement (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 connectionwith any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has enteredinto a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extentapplicable, and for which the Holder has not yet settled.

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(ii) Company’sFailure to Timely Convert. (I) If the Company shall fail, for any reason, on or prior to the applicable Share Delivery Deadline, ifthe Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number ofshares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share registeror, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee with DTCfor such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as the casemay be)or (II)if the Registration Statement covering the resale of the shares of Common Stock that are the subject of theConversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable ConversionShares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x)sonotify the Holder and (y)deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregatenumber of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s)account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafterreferred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”),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 suchShare Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2% of the product of(A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which theHolder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any timeduring 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) anyportion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Noticeshall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant tothis Section3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline, if the TransferAgent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and registersuch shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agentshall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stockto which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant toclause (II) below or 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 uponsuch conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with or asa result of, such Conversion Failure, then, in addition to all other remedies available to the Holder, the Company shall, within two (2)Business Days after receipt of the Holder’s request and in the Holder’s discretion, either: (I) pay cash to the Holder inan amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocketexpenses, 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 “Buy-In Price”), at which point the Company’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’s designee, as applicable,with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as thecase may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliverto the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or suchHolder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’sconversion 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 overthe product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any TradingDay during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment underthis clause (II). Nothing shall limit the Holder’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’s failure totimely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversionof this Note as required pursuant to the terms hereof.

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(iii) Registration;Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name and addressof the holder of the Note and the Principal amount (and stated interest) of the Note held by such holder (the “Registered Note”).The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holder of theNote shall treat each Person whose name is recorded in the Register as the owner of the 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 RegisteredNote may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon itsreceipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall recordthe information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount asthe principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section19, providedthat 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 withintwo (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transferor sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section3, following conversion of any portionof 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 Companyfollowing conversion thereof as contemplated by Section3(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 Holderand the Company shall maintain records showing the Principal, Interest, Make-Whole Amount and Late Charges converted and/or paid (as thecase may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactoryto the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update theRegister to record such Principal, Interest, Make-Whole Amount and Late Charges converted and/or paid (as the case may be) and the datesof such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automaticallydeemed updated to reflect such occurrence.

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(d) Limitationson Conversions.

(i) BeneficialOwnership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convertany portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treatedas if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectivelywould beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediatelyafter giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficiallyowned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all otherAttribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determinationof 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 conversionof the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notesor convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any otherAttribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section3(d)(i).For purposes of this Section3(d)(i), beneficial ownership shall be calculated in accordance with Section13(d) of the 1934Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Notewithout exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in themost recent of (x) the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or otherpublic filing with the SEC, as the case may be, (y) public announcement by the Company or (z) any other written notice by the Companyor the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding ShareNumber”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding sharesof Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of sharesof Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership,as determined pursuant to this Section3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reducednumber of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oralrequest of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holderthe number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other AttributionParty since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of CommonStock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficiallyown, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section13(d)of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficialownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelledab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to theCompany, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery ofsuch 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 deliveredto the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any otherholder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuantto the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purposeincluding for purposes of Section13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant tothis paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determinationof convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformitywith the terms of this Section3(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) whichmay be defective or inconsistent with the intended beneficial ownership limitation contained in this Section3(d)(i) or to make changesor supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not bewaived and shall apply to a successor holder of this Note.

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(ii) Compliancewith Rules of Trading Market.

1) ExchangeCap. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may notissue, upon conversion of this Note, the payment of any Interest Shares, the payment of any redemption in shares of Common Stock or otherwise,a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued in connection with any other relatedtransactions that may be considered part of the same series of transactions, would exceed the Exchange Cap.

(e) Rightof Alternate Conversion Upon An Event of Default.

(i) General.Subject to Section3(d), at any time during an Event of Default Redemption Right Period, the Holder may, at the Holder’s option,convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate ConversionDate”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion,each, an “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Conversion Price.

(ii) Mechanicsof Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuantto Section3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunderwith respect to such Alternate Conversion and with “Redemption Premium of the Conversion Amount” replacing “ConversionAmount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in theConversion Notice delivered pursuant to this Section3(e) of this Note that the Holder is electing to use the Alternate ConversionPrice for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate ConversionDate the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount. Notwithstanding anything to the contraryin this Section3(e), but subject to Section3(d), until the Company delivers shares of Common Stock representing the applicableAlternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stockpursuant to Section3(c) without regard to this Section3(e).

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4. RIGHTSUPON EVENT OF DEFAULT.

(a) Eventof Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses(iv), (vii) and (viii) shall constitute a “Bankruptcy Event of Default”:

(i) thesuspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a periodof five (5) consecutive Trading Days;

(ii) theCompany’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the requirednumber of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or (B) notice, written or oral, tothe Holder of the Note or any holder of the Warrants, including, without limitation, by way of public announcement or through any of itsagents, at any time, of its intention not to comply, as required, with a request for conversion of the Notes into shares of Common Stockthat is requested in accordance with the provisions of the Note, other than pursuant to Section3(d) or a request for exercise ofany Warrants for shares of Common Stock in accordance with the provisions of the Warrants;

(iii) theCompany’s failure to pay to the Holder any amount of Principal, Interest, Make-Whole Amount, Late Charges or other amounts whenand as due under this Note (including, without limitation, the Company’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 otherinstrument delivered in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interestand Late Charges when and as due, in which case only if such failure remains uncured for a period of at least five (5) Trading Days;

(iv) theCompany fails to remove any restrictive legend (excluding, for the avoidance of doubt, the OID legend) on any certificate or any sharesof Common Stock issued to the Holder upon conversion or exercise (as the case may be) of any Securities (as defined in the SecuritiesPurchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including this Note) as and when required by suchSecurities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any suchfailure remains uncured for at least five (5) Trading Days;

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(v) theoccurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000 of Indebtednessof the Company;

(vi) bankruptcy,insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or againstthe Company and, if instituted against the Company by a third party, shall not be dismissed within thirty (30) days of their initiation;

(vii) thecommencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganizationor 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 ofa decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicablefederal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvencycase or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicablefederal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by acustodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part ofits property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrenceof any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generallyas they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by anyPerson to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;

(viii) theentry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary caseor 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 as bankrupt or insolvent, or approving as properly filed a petition seekingliquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, stateor 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 of any substantial part of its property, or ordering the winding up or liquidationof its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgmentor other similar document unstayed and in effect for a period of thirty (30) consecutive days;

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(ix) afinal judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and which judgmentsare not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not dischargedwithin thirty (30) days after the expiration of such stay;

(x) theCompany, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment withrespect to any Indebtedness for borrowed money in excess of $250,000 due to any third party or is otherwise in breach or violation ofany agreement for borrowed monies owed or owing in an amount in excess of $250,000, which breach or violation permits the other partythereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circ*mstance or event thatwould, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement bindingthe Company, 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, individuallyor in the aggregate;

(xi) otherthan as specifically set forth in another clause of this Section4(a), the Company breaches any covenant or other term or conditionof any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breachremains uncured for a period of five (5) consecutive Trading Days;

(xii) either(i) any representation or warranty made or deemed made by the Company herein or in any other Transaction Document or any certificate ordocument delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemedmade or (ii) a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A)theEquity Conditions are satisfied, (B)there has been no Equity Conditions Failure, or (C)as to whether any Event of Defaulthas occurred;

(xiii) anybreach or failure in any respect by the Company to comply with any provision of Section15 of this Note;

(xiv) anyMaterial Adverse Effect (as defined in the Securities Purchase Agreement) occurs;

(xv) anyprovision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to bevalid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any partythereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over anyof them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing thatit has any liability or obligation purported to be created under any Transaction Document;

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(xvi) thefailure of the applicable Registration Statement to be filed with the SEC on or prior to the date that is five (5) Trading Days afterthe applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statementto be declared effective by the SEC on or prior to the date that is five (5) Trading Days after the Effectiveness Deadline (as definedin the Registration Rights Agreement); or

(xvii) whilethe 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 stoporder) or such Registration Statement (or the prospectus contained therein) is unavailable to any Holder of Registrable Securities forsale of all of such Holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and suchlapse or unavailability continues for a period of five (5) consecutive Trading Days.

(b) Noticeof an Event of Default; Redemption Right. Upon actual knowledge by the Company of the occurrence of an Event of Default that is continuingwith respect to this Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail or overnightcourier (with next day delivery specified) (an “Event of Default Notice”) to the Holder. An Event of Default Noticeshall include: (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion ofthe Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of theCompany to cure such Event of Default, and (III) a certification as to the date the Event of Default occurred, and, if cured on or priorto the date of such Event of Default Notice, the date of such cure. At any time after the earlier of the Holder’s receipt of anEvent of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event of Default RightCommencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”, and eachsuch period, an “Event of Default Redemption Right Period”) on the twentieth (20^th) Trading Day after thelater of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice, the Holder mayrequire the Company to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right ExpirationDate) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”)to the Company which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Eachportion of this Note subject to redemption by the Company pursuant to this Section4(b) shall be redeemed by the Company at a priceequal 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 quotient of (a) the Conversion Amount to be redeemed divided by (b) the Event of Default Conversion Price multipliedby (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any TradingDay during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes theentire payment required to be made under this Section4(b) (the “Event of Default Redemption Price”). Redemptionsrequired by this Section4(b) shall be made in accordance with the provisions of Section13. To the extent redemptions requiredby this Section4(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 Section4(b), butsubject to the limitations set forth in Section3(d), until the Event of Default Redemption Price (together with any Late Chargesthereon and Make-Whole Amount) is paid in full, the Conversion Amount submitted for redemption under this Section4(b) (togetherwith any Late Charges thereon and Make-Whole Amount) may be converted, in whole or in part, by the Holder into Common Stock pursuant tothe terms of this Note. In the event of the Company’s redemption of any portion of this Note under this Section4(b), the Holder’sdamages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and theuncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium dueunder this Section4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actualloss of its investment opportunity and not as a penalty. Any redemption of this Note upon an Event of Default shall not constitute anelection of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.

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(c) MandatoryRedemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion thatis then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Companyshall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and unpaid Interest, Make-WholeAmount and accrued and unpaid Late Charges on such Principal, Interest and Make-Whole Amount 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 Holderor any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a BankruptcyEvent of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including any otherrights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default RedemptionPrice or any other Redemption Price, as applicable.

5. RIGHTSUPON FUNDAMENTAL TRANSACTION.

(a) Assumption.The Company shall not enter into or be party to a Fundamental Transaction unless (i)the Successor Entity (if other than the Company)assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisionsof this Section5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder priorto such Fundamental Transaction, including agreements to deliver to the Holder of the Note in exchange for such Note a security of theSuccessor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the Note,including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding and the interestrate of the Note held by such Holder, having similar conversion rights as the Note and having a similar ranking to the Note, and satisfactoryto the Holder and (ii)the Successor Entity (or Parent Entity, as applicable) (if other than the Company) is a publicly traded corporationwhose common stock (or equivalent) is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction,the Successor Entity (if other than the Company) shall succeed to, and be substituted for (so that from and after the date of such FundamentalTransaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer insteadto the Successor Entity (if other than the Company)), and may exercise every right and power of the Company and shall assume all of theobligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had beennamed as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity (if other than the Company) shall deliverto the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation ofsuch Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except suchitems still issuable under Sections 6 and 16, which shall continue to be receivable thereafter)) issuable upon the conversion or redemptionof the Note prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the SuccessorEntity (or Parent Entity, as applicable) (if other than the Company) which the Holder would have been entitled to receive upon the happeningof such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to anylimitations 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 Section5(a) to permit the FundamentalTransaction without the assumption of this Note. The provisions of this Section5 shall apply similarly and equally to successiveFundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

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(b) Noticeof a Change of Control; Redemption Right. No later than ten (10) Trading Days prior to the consummation of a Change of Control (the“Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company shall deliverwritten notice thereof via electronic mail or overnight courier to the Holder (a “Change of Control Notice”). At anytime during the period beginning after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Changeof 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 receiptof such Change of Control Notice or (C) the date of the public announcement of such Change of Control, the Holder may require the Companyto redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”)to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount of this Note the Holder is electing toredeem. The portion of this Note subject to redemption pursuant to this Section5 shall be redeemed by the Company in cash at a priceequal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount beingredeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amountbeing redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stockduring the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change ofControl and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control RedemptionNotice 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 andthe aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stockupon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued atthe highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change ofControl, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Changeof Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposedChange of Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption Price”).Redemptions required by this Section5 shall be made in accordance with the provisions of Section13 and shall have priorityto payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section5(b) aredeemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemedto be voluntary prepayments. Notwithstanding anything to the contrary in this Section5, but subject to Section3(d), untilthe Change of Control Redemption Price (together with any Late Charges thereon and Make-Whole Amount) is paid in full, the ConversionAmount submitted for redemption under this Section5(b) (together with any Late Charges thereon) may be converted, in whole or inpart, by the Holder into Common Stock pursuant to Section3. In the event of the Company’s redemption of any portion of thisNote under this Section5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity forthe Holder. Accordingly, any redemption premium due under this Section5(b) is intended by the parties to be, and shall be deemed,a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

6. RIGHTSUPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) PurchaseRights. In addition to any adjustments pursuant to Section7 or 16 below, if at any time the Company grants, issues or sellsany Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantiallyall of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled toacquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if theHolder had held the number of shares of Common Stock acquirable upon complete conversion of this Note pursuant to Section3(a) (withouttaking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note wasconverted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is takenfor 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 sharesof Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to theextent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Partiesexceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the MaximumPercentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficialownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Righthas 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 andthe other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and anyPurchase 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 ofdays held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

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(b) OtherCorporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any FundamentalTransaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to orin exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensurethat the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in additionto the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitledwith respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such CorporateEvent (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares ofCommon Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stockin connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had thisNote initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversionprice for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a formand substance satisfactory to the Holder. The provisions of this Section6 shall apply similarly and equally to successive CorporateEvents and shall be applied without regard to any limitations on the conversion or redemption of this Note.

7. ADJUSTMENTS.

(a) Adjustmentof Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section6 or Section16,if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalizationor other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the ConversionPrice in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section6or Section16, 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 ofshares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuantto this Section7(a) shall become effective immediately after the effective date of such subdivision or combination. If any eventrequiring an adjustment under this Section7(a) occurs during the period that a Conversion Price is calculated hereunder, then thecalculation of such Conversion Price shall be adjusted appropriately to reflect such event.

(b) Holder’sRight of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section7, if the Companyin any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities or additionalNotes pursuant to the Securities Purchase Agreement) (any such securities, “Variable Price Securities”), after theSubscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of CommonStock 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 “VariablePrice”), the Company shall provide written notice thereof via electronic mail or overnight courier to the Holder on the dateof such agreement and the issuance of such Common Stock, Convertible Securities or Options. From and after the date the Company entersinto such agreement or issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its solediscretion to substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Noticedelivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price ratherthan the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion of thisNote shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note.

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(c) SubsequentEquity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any Optionto purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any Option topurchase or other disposition), any Common Stock or Convertible Securities entitling any Person to acquire shares of Common Stock at aneffective price per share that is lower than the Conversion Price(such lower price, the “Base Conversion Price”and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Convertible Securitiesso issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchangeprices or otherwise, or due to warrants, Options or rights per share which are issued in connection with such issuance, be entitled toreceive shares of Common Stock at an effective price per share that is lower than theConversion Price, such issuance shall be deemedto have occurred for less than theConversion Price on such date of the Dilutive Issuance), then simultaneously with the consummationof each Dilutive Issuance theConversion Priceshall be reduced to equal the Base Conversion Price (subject to adjustment forreverse and forward stock splits, recapitalizations and similar transactions following the date of the Securities Purchase Agreement).Notwithstanding the foregoing, no adjustment shall be made under this Section7(c) in respect of Excluded Securities if the Companyenters into a Variable Rate Transaction, despite the prohibition set forth in the Securities Purchase Agreement, the Company shall bedeemed to have issued Common Stock or Convertible Securities at the lowest possible conversion price at which such securities may be convertedor exercised. The Company shall notify the Holder in writing, no later than the Trading Dayfollowing the issuance of any CommonStock or Convertible Securities subject to this Section7(c) indicating therein the applicable issuance price, or applicable resetprice, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). Forpurposes of clarification, whether or not the Company provides a Dilutive Issuance Noticepursuant to this Section7(c) uponthe occurrence of anyDilutive Issuance, the Holder is entitled to receive a number of Conversion Sharesbased upon theConversionPriceon or after the date of suchDilutive Issuance, regardless of whether the Holder accurately refers to the Base ConversionPrice in the Notice of Conversion.

(d) OtherEvents. 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 provisionsof this Section7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciationrights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determineand implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustmentpursuant to this Section7(d) will increase the Conversion Price as otherwise determined pursuant to this Section7; provided,further, that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationallyrecognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whosefees and expenses shall be borne by the Company.

(e) Calculations.All calculations under this Section7 shall be made by rounding to the nearest cent or the nearest 1/100^th 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 theaccount of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(f) VoluntaryAdjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term ofthis Note, with the prior written consent of the Holder, reduce (but not increase) the then current Conversion Price of the Note to anyamount and for any period of time deemed appropriate by the board of directors of the Company.

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8. INSTALLMENTCONVERSION OR REDEMPTION.

(a) General.On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of thisNote the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section8 (an“Installment Conversion”); provided, however, that the Company may, at its option following notice tothe Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment Redemption”)or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable InstallmentAmount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to theprovisions of this Section8. On the date which is the sixth (6th) Trading Day prior to each Installment Date, the Company shalldeliver written notice (each, an “Installment Notice” and the date the Holder receives such notice is referred to asthe “Installment Notice Date”), to the Holder of the Note and such Installment Notice shall (i) either (A) confirmthat the applicable Installment Amount of such Holder’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 Note,in whole or in part, the applicable Installment Amount pursuant to an Installment Redemption and (2) specify the portion of such InstallmentAmount which the Company elects or is required to redeem pursuant to an Installment Redemption (such amount to be redeemed in cash, the“Installment Redemption Amount”) and the portion of the applicable Installment Amount, if any, with respect to whichthe Company will, and is permitted to, effect an Installment Conversion (such amount of the applicable Installment Amount so specifiedto be so converted pursuant to this Section8 is referred to herein as the “Installment Conversion Amount”), whichamounts when added together, must at least equal the entire applicable Installment Amount and (ii) if the applicable Installment Amountis to be paid, in whole or in part, pursuant to an Installment Conversion, certify that there is not then an Equity Conditions Failureas of the applicable Installment Notice Date. Each Installment Notice shall be irrevocable. If the Company does not timely deliver anInstallment Notice in accordance with this Section8 with respect to a particular Installment Date, then the Company shall be deemedto have delivered an irrevocable Installment Notice confirming an Installment Conversion of the entire Installment Amount and shall bedeemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment Conversion. Except asexpressly provided in this Section8, an Installment Notice shall apply to each outstanding Note and the Company shall convert and/orredeem the applicable Installment Amount of each outstanding Note pursuant to this Section8 in the same ratio of cash and shares.The applicable Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section8)shall be converted in accordance with 8(b)and the applicable Installment Redemption Amount shall be redeemed in accordance with Section8(c).

(b) Mechanicsof Installment Conversion. Subject to Section3(d), if the Company delivers an Installment Notice or is deemed to have deliveredan Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordancewith Section8(a), then the Holder may, at any time thereafter, convert such Installment Conversion Amount at the Installment ConversionPrice in accordance with the conversion procedures set forth in Section3 hereunder (with “Installment Conversion Price”replacing “Conversion Price” for all purposes therein), mutatis mutandis; provided, however, that the Equity Conditionsare then satisfied (or waived in writing by the Holder) on the applicable Installment Date and an Installment Conversion is not otherwiseprohibited under any other provision of this Note; provided further, that if a Conversion Floor Price Condition exists with respect tosuch Conversion Date, the Company shall also deliver to the Holder the Conversion Installment Floor Amount on the applicable Share DeliveryDate. If the Company confirmed (or is deemed to have confirmed by operation of Section8(a)) the conversion of the applicable InstallmentConversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or isdeemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied by operation of Section8(a))but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any time through the applicable InstallmentDate (the “Interim Installment Period”), the Company shall provide the Holder a subsequent notice to that effect. Ifthere is an Equity Conditions Failure (which is not waived in writing by the Holder) during such Interim Installment Period or an InstallmentConversion is not otherwise permitted under any other provision of this Note, then, at the option of the Holder designated in writingto 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 partdesignated by the Holder of the unconverted Installment Conversion Amount (such designated amount is referred to as the “DesignatedRedemption Amount”) and the Company shall pay to the Holder within two (2) Business Days of such Installment Date, by wire transferof immediately available funds, an amount in cash equal to 125% of such Designated Redemption Amount and/or (ii) the Installment Conversionshall be null and void with respect to all or any part designated by the Holder of the unconverted Installment Conversion Amount and theHolder shall be entitled to all the rights of a holder of this Note with respect to such designated part of the Installment ConversionAmount; provided, however, the Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafterbe adjusted to equal the lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the InstallmentConversion and (B) the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Noticerelating thereto. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) Business Day following the applicableInstallment Date by payment of such amount by such date, then the Holder shall have the rights set forth in Section4(b) and Section4(c)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 Section4(a)). The Company shall pay any and all taxesthat may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion hereunder. EachInstallment Conversion Amount shall be applied first to the Installment Amount due on the Installment Date nearest to the Maturity Date.

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(c) Mechanicsof Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordancewith Section8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable InstallmentDate by wire transfer to the Holder of immediately available funds in an amount equal to 105% of the applicable Installment RedemptionAmount (the “Installment Redemption Price”). If the Company fails to redeem such Installment Redemption Amount on suchInstallment 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 “Conversion Notice” for purposes of this Note), the Holder may require the Company to convertall or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as of the date of such designation).Conversions required by this Section8(c) shall be made in accordance with the provisions of Section3(c). Notwithstanding anythingto the contrary in this Section8(c), but subject to Section3(d), until the Installment Redemption Price (together with anyLate Charges thereon and Make-Whole Amount) 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 Common Stock pursuant to Section3. In the event the Holder elects to convertall or any portion of the Installment Redemption Amount prior to the applicable Installment Date as set forth in the immediately precedingsentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts relating to the applicable InstallmentDate(s) as set forth in the applicable Conversion Notice. Notwithstanding anything herein to the contrary, if the average daily VWAP ofthe Common Stock for the twenty (20) Trading Days prior to the applicable date in question fails to exceed $0.75 (subject to adjustmentin accordance with Section7), or the average daily trading volume of the Common Stock on the Principal Trading Market during thetwenty (20) Trading Day period ending on the Trading Day immediately preceding any Installment Date fails to exceed $100,000, any InstallmentAmount shall be redeemed by the Company in cash on the applicable Installment Date by wire transfer to the Holder of immediately availablefunds at the Installment Redemption Price. Redemptions required by this Section8(c) shall be made in accordance with the provisionsof Section13.

(d) Accelerationof Installment Amounts. Notwithstanding anything herein to the contrary, during any period commencing on an Installment Date (a “CurrentInstallment Date”) and ending on the Trading Day immediately prior to the next Installment Date, at the option of the Holder,at one or more times during any calendar month, but not exceeding an amount equal to six (6) aggregate payments of the Installment Amount(unless otherwise agreed to between the Holder and the Company), the Holder may convert an additional Installment Amount (each, an “Acceleration”,and each such amount, an “Acceleration Amount”, and the Conversion Date of any such Acceleration, each an “AccelerationDate”), in whole or in part, at the Acceleration Conversion Price of such Acceleration Date in accordance with the conversionprocedures set forth in Section3 hereunder (with “Acceleration Conversion Price” replacing “Conversion Price”for all purposes therein), mutatis mutandis; provided, that if a Conversion Floor Price Condition exists with respect to such AccelerationDate, with each Acceleration the Company shall also deliver to the Holder the Acceleration Floor Amount on the applicable Share DeliveryDate. Each Acceleration Amount shall be applied first to the Installment Amount due on the Installment Date nearest to the Maturity Date.

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(e) DeferredInstallment Amount. Notwithstanding any provision of this Section8(e) to the contrary, the Holder may, at its option and inits sole discretion, during any period commencing on a Current Installment Date and ending on the Trading Day immediately prior to thenext Installment Date, at one or more times during any calendar month, but not exceeding an amount equal to six (6) aggregate paymentsof the Installment Amount, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable InstallmentDate electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date deferred (such amountdeferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until any subsequent InstallmentDate selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part of, such subsequentInstallment Amount and such Deferral Amount shall continue to accrue Interest hereunder. Any notice delivered by the Holder pursuant tothis Section8(e) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable.

9. OPTIONALREDEMPTION AT ELECTION OF HOLDER. Subject to the provisions of this Section9, if, at any time while this Note is outstanding,the Company shall carry out one or more Subsequent Financings, the Holder shall have the right to require the Company to first use upto 20% of the net proceeds of such Subsequent Financing to redeem all or a portion of this Note for an amount in cash (such amount, the“Holder Optional Redemption Amount”) to equal to 1.10 multiplied by the sum of the Principal amount subject to theHolder Optional Redemption, plus accrued but unpaid Interest, plus, the Make-Whole Amount, plus Late Charges, if any, plus liquidateddamages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Holder Optional Redemption”).The Company shall deliver notice to the Holder of the Subsequent Financing at least ten (10) Trading Days prior to the closing of theSubsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of suchfinancing (such additional notice, a “Holder Optional Redemption Notice” and the date such Holder Optional RedemptionNotice is deemed delivered hereunder, the “Holder Optional Redemption Notice Date”). If the Holder exercises its rightherein to require a Holder Optional Redemption by delivering written notice to the Company within five (5) Trading Days of the HolderOptional Redemption Notice Date, the Company shall effect the Holder Optional Redemption and pay the Holder Optional Redemption Amountto the Holder on or prior to the tenth (10th) Trading Day following the consummation of the Subsequent Financing. Notwithstanding theforegoing, this Section9 shall not apply with respect to Excluded Securities, except that no Variable Price Securities shall bean Excluded Security unless otherwise expressly stated in the Transaction Documents.

10. REDEMPTIONSAT THE COMPANY’S ELECTION. At any time the Company shall have the right to redeem all or any portion of the Conversion Amountthen remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (definedbelow) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant to this Section10shallbe redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to the greater of (i)110%of the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1)the quotient of (a)the Conversion Amount to be redeemed divided by (b) the Redemption Conversion Price multiplied by (2)the greatest Closing Sale Priceof the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional RedemptionNotice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made underthis Section10. The Company may exercise its right to require redemption under this SectionError! Reference source notfound. by delivering a written notice thereof by electronic mail and overnight courier to the Holder of the Note (the “CompanyOptional Redemption Notice” and the date the Holder of the Note receives such notice is referred to as the “CompanyOptional Redemption Notice Date”). The Company may deliver only one Company Optional Redemption Notice in any twenty (20) TradingDay period and any such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) statethe date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shallbe at least ten (10) Trading Days following the Company Optional Redemption Notice Date, and (y) state the Conversion Amount of the Notewhich is being redeemed in such Company Optional Redemption Amount on the Company Optional Redemption Date. All Conversion Amounts convertedby the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note requiredto be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this SectionError! Reference source notfound. shall be made in accordance with Section13. In the event of the Company’s redemption of any portion of this Noteunder this SectionError! Reference source not found., the Holder’s damages would be uncertain and difficult to estimatebecause of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substituteinvestment opportunity for the Holder. Accordingly, any redemption premium due under this SectionError! Reference source notfound. is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investmentopportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemptionif any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convertthis Note in its discretion.

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11. NONCIRCUMVENTION.The Company hereby covenants and agrees that the Company will not, by amendment of its Charter (as defined in the Securities PurchaseAgreement), 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 observanceor 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 andtake all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoingor any other provision of this Note or the other Transaction Documents, the Company (a)shall not increase the par value of any sharesof Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b)shall take all such actionsas may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of CommonStock upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversaryof the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions setforth in Section3(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.

12. RESERVATIONOF AUTHORIZED SHARES.

(a) Reservation.So long as the Note remains outstanding, the Company shall at all times reserve at least one hundred percent (100%) of the maximum numberof shares of Common Stock as shall from time to time be necessary to effect the conversion of the Note then outstanding (assuming forpurposes hereof that (i) the Note is convertible at the Conversion Price Floor assuming an Alternate Conversion Date as of the SubscriptionDate, (ii) interest on the Note shall accrue through the Maturity Date and shall be converted in shares of Common Stock at a conversionprice equal to the Conversion Price Floor assuming an Alternate Conversion Date as of the Subscription Date, and (iii) any such conversionshall not take into account any limitations on the conversion of the Note) (the “Required Reserve Amount”).

(b) InsufficientAuthorized Shares. If, notwithstanding Section12(a), and not in limitation thereof, at any time while the Note remains outstandingthe Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reservefor issuance upon conversion of the Note at least a number of shares of Common Stock equal to the Required Reserve Amount (an “AuthorizedShare Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized sharesof Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Note then outstanding. Withoutlimiting 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 ofits 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’ approvalof such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approvesuch proposal. In the event that the Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note dueto the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of CommonStock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering suchAuthorized Failure Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amountconvertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized FailureShares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holderdelivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date of suchissuance and payment under this Section12(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 andother out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section12(a) or thisSection12(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.

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13. REDEMPTIONS.The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after theCompany’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control RedemptionNotice in accordance with Section5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holderin cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Changeof Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. Subject to Section8(c),the Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Companyshall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date.Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receivea cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicableRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Documentand, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such otherTransaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptlycause to be issued and delivered to the Holder a new Note (in accordance with Section19(d)) representing the outstanding Principalwhich has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within the timeperiod 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 ConversionAmount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon and Make-WholeAmount) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and voidwith respect to such Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance withSection19(d)), to the Holder, and in each case thePrincipal amount of this Note or such new Note (as the case may be) shallbe increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuantto this Section13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption. The Holder’sdelivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’sobligations to make any payments of Late Charges and Make-Whole Amount, which have accrued prior to the date of such notice with respectto the Conversion Amount subject to such notice.

14. VOTINGRIGHTS. 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.

15. COVENANTS.Until all the Note has been converted, redeemed or otherwise satisfied in accordance with their terms:

(a) Rank.All payments due under this Note shall be senior in right of payment to all unsecured Indebtedness of the Company and effectively subordinatedto senior secured Indebtedness of the Company to the extent of the value of the collateral securing such Indebtedness.

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(b) Incurrenceof Indebtedness. The Company shall not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (otherthan (i) Indebtedness evidenced by this Note and (ii) Permitted Indebtedness).

(c) Existenceof Liens. The Company shall not allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbranceupon or in any property or assets (including accounts and contract rights) owned by the Company (collectively, “Liens”)other than Permitted Liens.

(d) RestrictedPayments and Investments. The Company shall not , redeem, defease, repurchase, repay or make any payments in respect of, by the paymentof 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 Indebtednessand/or Investment, as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Eventof Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Eventof Default has occurred and is continuing.

(e) Restrictionon Redemption and Cash Dividends. The Company shall not redeem, repurchase or declare or pay any cash dividend or distribution onany of its capital stock, except (i) with respect to any capital stock of a wholly-owned Subsidiary owned by the Company or another wholly-ownedSubsidiary of the Company, and (ii) so long as no Event of Default would result therefrom, redeem or repurchase capital stock of presentand former employees, officers, directors or consultants (or their family members or trusts or other entities for the benefit of any ofthe foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancyof any such officer, employee, director or consultant, in each case, in the ordinary course of business at no greater than the marketprice of such securities.

(f) Restrictionon Transfer of Assets. The Company shall not, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwisedispose of any assets or rights of the Company 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 Companyin the ordinary course of business consistent with its past practice, and (ii) sales of inventory and product in the ordinary course ofbusiness.

(g) Maturityof Indebtedness. The Company shall not permit any Indebtedness of the Company to mature or accelerate prior to the Maturity Date (otherthan Permitted Indebtedness.

(h) Changein Nature of Business. The Company shall not engage in any material line of business substantially different from those lines of businessconducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any businesssubstantially related or incidental thereto. The Company shall not modify its corporate structure or purpose.

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(i) Preservationof Existence, Etc. The Company shall maintain and preserve its existence, rights and privileges, and become or remain, duly qualifiedand in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction ofits business makes such qualification necessary.

(j) Maintenanceof Properties, Etc. The Company shall maintain and preserve all of its properties which are necessary or useful in the proper conductof its business in good working order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of allleases 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.

(k) Maintenanceof Intellectual Property. The Company will take all action necessary or advisable to maintain all of the Intellectual Property Rights(as defined in the Securities Purchase Agreement) of the Company that are necessary or material to the conduct of its business in fullforce and effect.

(l) Maintenanceof Insurance. The Company shall 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 governmentalauthority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companiesin similar businesses similarly situated.

(m) Transactionswith Affiliates. The Company shall not 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 ofservices of any kind) with any affiliate, except transactions in the ordinary course of business in a manner and to an extent consistentwith past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorableto it than would be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof.

(n) RestrictedIssuances. The Company shall not, directly or indirectly, without the prior written consent of the Holder of the Note, issue any Notes(other than as contemplated by the Securities Purchase Agreement) that would cause a breach or default under the Note or the Warrants.

(o) Stay,Extension and Usury Laws. 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 enactedor in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of anysuch 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 Holderby this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

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(p) Taxes.The Company 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 or their respective assets or upon their ownership, possession, use, operationor disposition thereof or upon their rents, receipts or earnings arising therefrom (except where the failure to pay would not, individuallyor in the aggregate, have a material effect on the Company). The Company shall file on or before the due date therefor all personal propertytax returns (except where the failure to file would not, individually or in the aggregate, have a material effect on the Company). Notwithstandingthe foregoing, the Company may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reservestherefor in accordance with GAAP.

(q) IndependentInvestigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) uponthe 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 theHolder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable investmentbank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “IndependentInvestigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigatorshall notify the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connectionwith 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 theCompany uses reasonable efforts to obtain them, the records of its accountants (including the accountants’ work papers) and anybooks of account, records, reports and other papers not contractually required of the Company to be confidential or secret, or subjectto attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as theIndependent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operatingdata and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably request.Subject to applicable law and any applicable confidentiality agreements as may be reasonably requested between the Company and the IndependentInvestigator, the Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with,the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision the Companyauthorizes 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.

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16. DISTRIBUTIONOF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, if the Company shall declare or make any dividend or otherdistributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capitalor 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 “Distributions”),then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable uponcomplete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assumingfor such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior tothe 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 CommonStock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participatein any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holdershall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficialownership 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 itsright thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or timesthe Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequentDistribution held similarly in abeyance) to the same extent as if there had been no such limitation).

17. AMENDINGTHE TERMS OF THIS NOTE. Except for Section3(d), which may not be amended, modified or waived by the parties hereto, the priorwritten consent of the Holder shall be required for any change, waiver or amendment to this Note.

18. TRANSFER.This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holderwithout the consent of the Company, subject only to the provisions of Section4.1 of the Securities Purchase Agreement and Section3(c)(iii)hereof.

19. REISSUANCEOF THIS NOTE.

(a) Transfer.If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue anddeliver upon the order of the Holder a new Note (in accordance with Section19(d)), registered as the Holder may request, representingthe outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a newNote (in accordance with Section19(d)) to the Holder representing the outstanding Principal not being transferred. The Holder andany assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section3(c)(iii) followingconversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principalstated on the face of this Note.

(b) Lost,Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destructionor 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 reasonableform and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holdera new Note (in accordance with Section19(d)) representing the outstanding Principal.

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(c) NoteExchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal officeof the Company, for a new Note or Notes (in accordance with Section19(d) and in principal amounts of at least $1,000) representingin the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principalas is designated by the Holder at the time of such surrender.

(d) Issuanceof New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall beof like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (orin the case of a new Note being issued pursuant to Section19(a) or Section19(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 Principalremaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicatedon 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 thisNote, and (v) shall represent accrued and unpaid Make-Whole Amount, Interest and Late Charges on the Principal, Interest and Make-WholeAmount of this Note, from the Issuance Date.

20. REMEDIES,CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and inaddition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decreeof specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual andconsequential 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 exerciseby the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power orremedy. 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 shallnot be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants tothe Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forthor provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be receivedby the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performancethereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and thatthe remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatenedbreach, the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminaryand permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity ofproving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to theHolder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions ofthis Note (including, without limitation, compliance with Section7).

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21. PAYMENTOF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement oris collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or toenforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedingsaffecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by theHolder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,including, without limitation, attorneys’ fees and disbursem*nts. The Company expressly acknowledges and agrees that no amountsdue under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principalamount hereof.

22. CONSTRUCTION;HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any suchPerson as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretationof, 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 “including,” “includes,” “include” and wordsof like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in whichthey are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note andnot otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the SubscriptionDate in such other Transaction Documents unless otherwise consented to in writing by the Holder.

23. FAILUREOR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereundershall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or furtherexercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorizedrepresentative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section23 shall permit any waiverof any provision of Section3(d).

24. DISPUTERESOLUTION.

(a) Submissionto Dispute Resolution.

(i) Inthe case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion Price, an AccelerationConversion Price, an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or theapplicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of theforegoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by theCompany, within two (2) Business Days after the occurrence of the circ*mstances giving rise to such dispute or (B) if by the Holder atany time after the Holder learned of the circ*mstances giving rise to such dispute. If the Holder and the Company are unable to promptlyresolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price,such Acceleration Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculationof such Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second (2^nd) BusinessDay 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 thecase may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

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(ii) TheHolder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordancewith the first sentence of this Section24 and (B) written documentation supporting its position with respect to such dispute, ineach case, no later than 5:00 p.m. (New York time) by the fifth (5^th) Business Day immediately following the date on whichthe Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediatelypreceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it beingunderstood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the DisputeSubmission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (andhereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to suchdispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to suchinvestment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder orotherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentationor other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) TheCompany and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holderof such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses ofsuch investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be finaland binding upon all parties absent manifest error.

(b) Miscellaneous.The Company expressly acknowledges and agrees that (i) this Section24 constitutes an agreement to arbitrate between the Companyand the Holder, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) the consideration per shareat which an issuance or deemed issuance of Common Stock occurred, (B) whether any issuance or sale or deemed issuance or sale of CommonStock was an issuance or sale or deemed issuance or sale of Excluded Securities, (C) whether an agreement, instrument, security or thelike constitutes and Option or Convertible Security and (D) whether a Dilutive Issuance occurred, (iii) the terms of this Note and eachother applicable Transaction Document shall serve as the basis for the selected investment bank’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 suchinvestment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolvingsuch dispute such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicableTransaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute describedin this Section24 to any state or federal court sitting in the State of Delaware in lieu of utilizing the procedures set forth inthis Section24 and (v) nothing in this Section24 shall limit the Holder from obtaining any injunctive relief or other equitableremedies (including, without limitation, with respect to any matters described in this Section24).

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25. NOTICES;CURRENCY; PAYMENTS.

(a) Notices.Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance withSection9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actionstaken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting thegenerality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the ConversionPrice, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days priorto the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock,(B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securitiesor other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction withsuch notice being provided to the Holder.

(b) Currency.All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing underthis Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollarequivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relationto 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 WallStreet 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).

(c) Payments.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 andsent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, inthe case of each of the Buyer, shall initially be as set forth in the Securities Purchase Agreement), provided that the Holder may electto receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice settingout such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Noteis 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 amountof Principal or other amounts due under the Transaction Documents which is not paid when due (except to the extent such amount is simultaneouslyaccruing Interest at the Default Rate hereunder) shall result in a late charge being incurred and payable by the Company in an amountequal 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 paidin full (“Late Charge”).

26. CANCELLATION.After all Principal, accrued Interest, Late Charges, Make-Whole Amount and other amounts at any time owed on this Note have been paidin full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

27. WAIVEROF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all otherdemands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities PurchaseAgreement.

28. GOVERNINGLAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretationand performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice oflaw or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the applicationof the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section24 above, the Companyhereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudicationof any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction ofany such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceedingis improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothingcontained 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 otherjurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for suchobligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construedto limit, any provision of Section24. 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 CONTEMPLATEDHEREBY.

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29. JUDGMENTCURRENCY.

(a) Iffor the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convertinto any other currency (such other currency being hereinafter in this Section29 referred to as the “Judgment Currency”)an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediatelypreceding:

(i) thedate actual payment of the amount due, in the case of any proceeding in the courts of the State of Delaware or in the courts of any otherjurisdiction that will give effect to such conversion being made on such date: or

(ii) thedate on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of whichsuch conversion is made pursuant to this Section29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) Ifin the case of any proceeding in the court of any jurisdiction referred to in Section29(a)(ii) above, there is a change in the ExchangeRate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall paysuch adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rateprevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currencystipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c) Anyamount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtainedfor any other amounts due under or in respect of this Note.

30. SEVERABILITY.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 thatit would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remainingprovisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions ofthe parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in questiondoes not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of thebenefits 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).

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31. MAXIMUMPAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excessof the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceedthe maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to theHolder and thus refunded to the Company.

32. CERTAINDEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

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

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

(c)“Acceleration Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the InstallmentConversion Price for such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and (y)92% of the average of the two (2) lowest daily VWAPs in the ten (10) Trading Days immediately prior to each Acceleration Date. All suchdeterminations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction duringany such measuring period.

(d) “AccelerationFloor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructionsdelivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest pricethat the Common Stock trades at on the Trading Day immediately preceding the relevant Acceleration Date with respect to such Accelerationand (II) the applicable Acceleration Conversion Price of such Acceleration Date and (B) the difference obtained by subtracting (I) thenumber of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Date with respect to suchAcceleration from (II) the quotient obtain by dividing (x) the applicable Acceleration Amount that the Holder has elected to be the subjectof the applicable Acceleration, by (y) the applicable Acceleration Conversion Price of such Acceleration Date without giving effect toclause (x) of such definition.

(e) “AdjustmentRight” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance orsale (or deemed issuance or sale in accordance with Section7) of shares of Common Stock (other than rights of the type describedin Section6(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or withrespect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(f) “Affiliate”means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common controlwith, such Person, it being understood for purposes of this definition that “control” of a Person means the power directlyor indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or director cause the direction of the management and policies of such Person whether by contract or otherwise.

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(g) “AlternateConversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant towire 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 Alternate Conversion Date and(II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stockdelivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from(II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicableAlternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.

(h) “AlternateConversion Price” means, with respect to any Alternate Conversion that price which shall be the lower of (i) the applicableConversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) theFloor Price and (y) 90% of the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending on and includingthe Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice. All such determinations tobe appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionatelydecreases or increases the Common Stock during such measuring period.

(i) “ApprovedStock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequentto the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,officer or director for services provided to the Company in their capacity as such.

(j) “AttributionParties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder fundsor managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’sinvestment 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 otherPersons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the otherAttribution Parties for purposes of Section13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectivelythe Holder and all other Attribution Parties to the Maximum Percentage.

(k) “Bloomberg”means Bloomberg, L.P.

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(l) “BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed.

(m) “Changeof Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-ownedSubsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares ofCommon Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassificationcontinue 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 powertoelect 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 jurisdictionof incorporation of the Company or any of its Subsidiaries.

(n) “Changeof Control Redemption Premium” means 115%.

(o) “ClosingBid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price andlast closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Marketbegins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case maybe) 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 orlast trade price, respectively, of such security on the principal securities exchange or trading market where such security is listedor traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, ofsuch security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closingbid 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 OTC Markets Group Inc. (or a similar organization or agency succeedingto its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particulardate 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 dateshall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agreeupon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section24.All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations orother similar transactions during such period.

(p) “CommonStock” means (i) the Company’s shares of common stock, par value $0.0001, and (ii) any capital stock into which such commonstock shall have been changed or any share capital resulting from a reclassification of such common stock.

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(q) “ConversionFloor Price Condition” means that the relevant Alternate Conversion Price, Acceleration Conversion Price (including any InstallmentConversion Price referred to therein), or Installment Conversion Price, as applicable, is less than the Floor Price.

(r)“Conversion Installment Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately availablefunds 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 Share DeliveryDate and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of CommonStock delivered (or to be delivered) to the Holder on the applicable Share Delivery 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 applicableInstallment Conversion Price without giving effect to clause (y) of such definition.

(s) “ConvertibleSecurities” means any stock or other security (other than Options) that is at any time and under any circ*mstances, directlyor indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any sharesof Common Stock.

(t) “CurrentSubsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstandingcapital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operationsor administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

(u) “EligibleMarket” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market orthe Nasdaq Global Market.

(v)“Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all conversionsand redemptions scheduled to occur or occurring by virtue of one or more Conversion Notices of the Holder, if any, (b) the Companyshall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, if any (c)(i) there is aneffective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of theshares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that sucheffectiveness will continue uninterrupted for the foreseeable future, except for the filing of post-effective amendment) or (ii) allof the shares of Common Stock issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments ofinterest) may be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) by a person that is notan affiliate (as defined in Rule 144 as in effect on the Issuance Date) of the Company, and that has not been an affiliate (asdefined in Rule 144 as in effect on the Issuance Date) of the Company during the three months immediately preceding such date,without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Companyas set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) theCommon Stock is trading on the Principal Market and all of the shares issuable pursuant to the Transaction Documents are listed orquoted for trading on such Principal Market (and the Company believes, in good faith, that trading of the Common Stock on thePrincipal Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized butunissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to theTransaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the givingof notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of a Company OptionalRedemption or Installment Redemption, the shares issuable upon conversion in full of the Company Optional Redemption Amount orInstallment Redemption Amount) to the Holder would not violate the limitations set forth in Section3(d) herein, (h) there hasbeen no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not beenconsummated, (i) the Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any oftheir officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information,(j) the Company has timely filed all of its SEC Reports during the time period in question, (k)the average daily VWAP of theCommon Stock for the twenty (20) Trading Days immediately prior to the applicable date in question exceeds $0.75 (subject toadjustment in accordance with Section 7); and (l)the average daily trading volume of the Common Stock on the PrincipalTrading Market during the twenty (20) Trading Day period ending on the Trading Day immediately prior to the applicable date inquestion exceeds $100,000.

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(w) “EquityConditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the applicable InstallmentNotice Date or Interest Date through the later of the applicable Installment Date or Interest Date and the date on which the applicableshares of Common Stock are actually delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by theHolder).

(x) “Eventof Default Conversion Price” means, with respect to any redemption pursuant to Section4(c), the lower of (i) the applicableConversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) 90% of the lowest VWAPof the Common Stock during the fifteen (15) consecutive Trading Day period ending on and including the Trading Day immediately precedingthe delivery the applicable Event of Default Redemption Notice. 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 duringany such measuring period.

(y) “ExcludedSecurities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employeesof the Company or other key contributors (including consultants, advisors and non-employee agents) retained by the Company for servicesrendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances(taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause(i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Dateand (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuablethereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affectsthe Buyer; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or Options (other than standardoptions to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the SubscriptionDate, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issuedpursuant 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 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 Securitiesor Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause(i) above) are otherwise materially changed in any manner that adversely affects the Buyer; and (iii) the shares of Common Stock issuableupon conversion of the Note or otherwise pursuant to the terms of the Note; provided, that the terms of the Note are not amended, modifiedor changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the SubscriptionDate).

(z) “FloorPrice” means $0.07 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment forstock splits, stock dividends, stock combinations, recapitalizations or other similar events.

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(aa)“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including throughsubsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or notthe Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of allor substantially all of the properties or assets of the Company to one or more Subject Entities, or (iii) make, or allow one or moreSubject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or party to one or moreSubject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of theoutstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stockheld by all Subject Entities making or party to, or affiliated with any Subject Entities making or party to, such purchase, tenderor exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or partyto, or affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively thebeneficial 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% ofthe outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or partyto, or affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were notoutstanding; 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 theaggregate to be or become the “beneficial owner” (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 ofCommon 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 theaggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinaryvoting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Notecalculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of theaggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of theCompany sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring otherstockholders 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 issuanceof or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent ofthis definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformitywith the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may bedefective or inconsistent with the intended treatment of such instrument or transaction.

(bb) “GAAP”means United States generally accepted accounting principles as in effect from time to time, consistently applied.

(cc) “Group”means a “group” as that term is used in Section13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(dd) “Indebtedness”of any Person means, without duplication (A)all indebtedness for borrowed money, (B)all obligations issued, undertaken orassumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordancewith GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C)all reimbursem*ntor payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D)all obligations evidencedby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition ofproperty, 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 (eventhough the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or saleof such property), (F)all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistentlyapplied for the periods covered thereby, is classified as a capital lease, (G)all indebtedness referred to in clauses (A)through(F)above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be securedby) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person whichowns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H)all Contingent Obligationsin respect of indebtedness or obligations of others of the kinds referred to in clauses (A)through (G)above.

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(ee) “InstallmentAmount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) $216,000and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the Installment Datethat is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any suchInstallment Amount may be reduced pursuant to the terms of this Note, whether upon conversion or redemption), (B) any Acceleration Amountaccelerated pursuant to Section8(d) and included in such Installment Amount in accordance therewith, (C) any Deferral Amount deferredpursuant to Section8(d) 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, accrued and unpaid Late Charges,if any, and Make-Whole Amount under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer anyportion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.

(ff) “InstallmentConversion Price” means the lower of (i) the Conversion Price and (ii) the greater of (x) 92% of the average of the two (2)lowest daily VWAPs in the ten (10) Trading Days immediately prior to each Conversion Date and (y) the Floor Price.

(gg) “InstallmentDate” means (i) with respect to the first (1st) Installment Redemption, the earlier of (x) July 18, 2024 and the effective dateof the Registration Statement (as defined in the Registration Rights Agreement), and (ii) with respect to all Installment Redemptionssubsequentto the first Installment Redemption, the first (1st) of each month, and terminating upon the full redemption of this Note.

(hh) “InterestConversion Price” shall mean the lesser of (x) the Conversion Price and (y) the greater of (i) 92% of the average of the two(2) lowest daily VWAPs in the ten (10) Trading Days immediately prior to the applicable Interest Payment Date, and (ii) the Floor Price.

(ii) “InterestDate” means, with respect to any given calendar month, (x) if after the Maturity Date, the first Trading Day of such calendarmonth or (y) if on or after the initial Installment Date, but on or prior to the Maturity Date, such Installment Date, if any, in suchcalendar month.

(jj) “InterestNotice Due Date” means the second (2nd) Trading Day immediately preceding the applicable Interest Date.

(kk) “InterestRate” means seven percent (7%) per annum, as may be adjusted from time to time in accordance with Section2.

(ll) “Make-WholeAmount” means, as of any given date and in connection with any conversion, redemption or other repayment hereunder, an amountequal to the amount of additional Interest that would accrue under this Note at the Interest Rate then in effect assuming for calculationpurposes that the Principal of this Note as of the Issuance Date remained outstanding through and including the Maturity Date.

(mm) “MaturityDate” shall mean the earlier of April 20, 2025 or the date on which all Principal, Make-Whole Amount, accrued and unpaid Interestor accrued and unpaid Late Charges on Principal, Make-Whole Amount and Interest are fully repaid or converted, as applicable; 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 Defaultshall have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failureto cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a FundamentalTransaction in the event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to theMaturity Date, provided further that if the Holder elects to convert some or all of this Note pursuant to Section3 hereof, and theConversion Amount would be limited pursuant to Section3(d) hereunder, the Maturity Date shall automatically be extended until suchtime as such provision shall not limit the conversion of this Note.

(nn) “NewSubsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly orindirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controlsor operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “NewSubsidiaries”.

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(oo) “Options”means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(pp) “ParentEntity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalentequity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or ParentEntity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(qq) “PermittedIndebtedness” means (i) Indebtedness evidenced by this Note and the other Notes, (ii) Indebtedness set forth on Schedule3(q) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Indebtedness secured by Permitted Liensor unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens, and (iv)Indebtedness incurred in anysingle financing transaction occurring after the Subscription Date in which the Company issues and sells unconvertible debt or convertiblenotes or other Convertible Securities with an aggregate gross proceeds to the Company of at least $3,000,000, which convertible notesor other Convertible Securities that (A) are convertible into shares of Common Stock at a price that (1) is not a Variable Price and (2)is an amount greater than $0.48 (as appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization orother similar transaction, but not any Dilutive Issuance) (B) are fully subordinated to the obligations of the Company and its Subsidiariesunder the Transaction Documents, (C) have a maturity date that is after the Maturity Date, and (D) are otherwise issued in compliancewith the obligations of the Company under this Note and the other Transaction Documents (the Indebtedness described in this clause (iv)is referred to herein as “Permitted Convertible Notes”).

(rr) “PermittedLiens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings forwhich adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of businessby operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such asmaterialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect toa liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) uponor in any equipment or real property acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipmentor real property or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment or real property,or (B) existing on such equipment or real property at the time of its acquisition, provided that the Lien is confined solely to the equipmentor real property so acquired and improvements thereon, and the proceeds of such equipment or real property, in the case of such equipment,with respect to Indebtedness with a stated maturity that is after the Maturity Date and in the case of such real property, with respectto Indebtedness with the prior written consent of the Holder, such consent not to be unreasonably withheld, (v)Liens incurred inconnection 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 principalamount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authoritiesarising as a matter of law to secure payments of custom duties in connection with the importation of goods, and (vii) Liens arising fromjudgments, decrees or attachments in circ*mstances not constituting an Event of Default under Section4(a)(ix).

(ss) “Person”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.

(tt) “PrincipalMarket” means, at any time, the Eligible Market on which the Common Stock trades at such time. Initially, the principal marketis the Nasdaq Capital Market.

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(uu) “RedemptionConversion Price” means, with respect to any given Company Optional Redemption Date, the lower of (i) the Conversion Price asin effect on such Company Optional Redemption Date and (ii) 92% of the average of the two (2) lowest daily VWAPs in the ten (10) TradingDays immediately prior to such Company Optional Redemption Date. All such determinations to be appropriately adjusted for any stock split,stock dividend, stock combination or other similar transaction during any such measuring period.

(vv) “RedemptionNotices” means, collectively, the Event of Default Redemption Notices, the Installment Notices with respect to any InstallmentRedemption, the Company Optional Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually,a “Redemption Notice.”

(ww) “RedemptionPremium” means 115%.

(xx) “RedemptionPrices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Company OptionalRedemption Prices and the Installment Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”

(yy) “RegistrationRights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company andthe Holder of the Note relating to, among other things, the registration of the resale of the Common Stock issuable upon conversion ofthe Note or otherwise pursuant to the Note, as may be amended from time to time.

(zz) “SEC”means the United States Securities and Exchange Commission or the successor thereto.

(aaa) “SecuritiesPurchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Companyand the Holder of the Note pursuant to which the Company issued the Note, as may be amended from time to time.

(bbb) “SubjectEntity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ccc) “SubsequentFinancing” means any issuance by the Company or any of its Subsidiaries of Common Stock or d for cash consideration, Indebtednessor a combination of units thereof from the date hereof until this Note is no longer outstanding, in a bona fide capital raise.

(ddd) “Subsidiaries”means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually,a “Subsidiary.”

(eee) “SuccessorEntity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any FundamentalTransaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have beenentered into.

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(fff) “TradingDay” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, anyday on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for theCommon Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “TradingDay” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hoursor any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchangeor market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00p.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 determinationsother 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.

(ggg) “VWAP”means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if thePrincipal Market is not the principal trading market for such security, then on the principal securities exchange or securities marketon 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 “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing doesnot apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board forsuch 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 closingbid price and the lowest closing ask price of any of the market makers for such security as reported in The OTC Markets Group Inc. (ora similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such securityon such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determinedby the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then suchdispute shall be resolved in accordance with the procedures in Section24. All such determinations shall be appropriately adjustedfor any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(hhh) “Warrants”has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange thereforor replacement thereof.

33. DISCLOSURE.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 thisNote, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-publicinformation 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 BusinessDay immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Companyor any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receiptof notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from theCompany immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in thenotice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in thisSection33 shall limit any obligations of the Company, or any rights of the Holder, under Section4(i) of the Securities PurchaseAgreement.

34. ABSENCEOF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Companyand that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrainfrom trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by anofficer 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, maypossess and use any information provided by the Company in connection with such trading activity, and may disclose any such informationto any third party.

[signature page follows]

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IN WITNESS WHEREOF, the Companyhas caused this Note to be duly executed as of the Issuance Date set out above.

Senior Convertible Note - Signature Page

EXHIBITI

ALTERNUSCLEAN ENERGY, INC.
CONVERSION NOTICE

Reference is made to the SeniorConvertible Note (the “Note”) issued to the undersigned by Alternus Clean Energy, Inc., a Delaware corporation (the“Company”). 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, par value $0.0001 per share (the “Common Stock”),of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Exhibit 4.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIESREPRESENTED BY THIS WARRANT TO PURCHASE COMMON STOCK NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), OR APPLICABLE STATESECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIONSTATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN AFORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (II) UNLESS SOLD OR ELIGIBLETO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED INCONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANTSHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BELESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT.

ALTERNUS CLEAN ENERGY, INC.

WARRANT TO PURCHASE COMMON STOCK

Date of Issuance: April 19, 2024 (the “IssuanceDate”)

Alternus Clean Energy, Inc.,a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, ______, the registered holder hereof, or its permitted assigns (the “Holder”),is entitled, subject to the terms set forth herein, 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, this “Warrant”), 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), an aggregate 2,411,088 shares of Common Stock (subject to adjustment as providedherein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). This Warrantis one of several Warrants to Purchase Common Stock (collectively, the “Warrants”) issued pursuant to the terms ofthat certain Securities Purchase Agreement, dated as of the Issuance Date, by and among the Company, the Holder, and each of the otherinvestors listed on the Schedule of Buyers attached thereto (collectively with the Holder, the “Buyers”) (as amendedfrom time to time, the “Securities Purchase Agreement”), pursuant to which, among other things, the Company is alsoissuing to the Holder a Convertible Note in the original principal amount of $2,160,000 (the “Note”), which Note isone of several Convertible Notes issued by the Company pursuant to the Securities Purchase Agreement to the Buyers (collectively, the“Notes” and, together with the Warrants, the “Purchased Securities”).

Except as otherwise definedherein, capitalized terms in this Warrant shall have the meanings set forth in Section 19.

1. EXERCISEOF WARRANT.

(a) Mechanicsof Exercise. 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 “Exercise Date”), in wholeor in part, by delivery (whether via electronic mail or otherwise) to the Company of a written notice, in the form attached hereto asExhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one(1) Trading Day following the date of receipt of an Exercise Notice, the Holder shall deliver payment to the Company of an amount equalto the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was soexercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holderdid not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Executionand delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of theoriginal of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Executionand delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the originalof this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day followingthe date on which the Company has received an Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of receiptof such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct theTransfer Agent to process such Exercise Notice in accordance with the terms herein and provide confirmation as to whether such sharesof Common Stock may then be resold pursuant to Rule 144 under the Securities Act or an effective registration statement. On or beforethe second (2nd) Trading Day following the date on which the Company has received such Exercise Notice (or such earlier date as requiredpursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”),or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable ExerciseDate), the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)Fast Automated Securities Transfer Program (“FAST”), upon the request of the Holder, credit such aggregate number ofshares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balanceaccount with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (ii) if the Transfer Agent is notparticipating in FAST, upon the request of the Holder, issue and deliver (via nationally recognized overnight delivery service) to theaddress as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of sharesof Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shallbe deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant hasbeen exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery ofthe certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuantto this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the numberof Warrant Shares being acquired upon an exercise and upon surrender of this Warrant to the Company by the Holder, then, at the requestof the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at itsown expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing theright to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of WarrantShares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of thisWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shallpay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of theTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. From theIssuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in FAST. Notwithstandingthe foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, the Company’sfailure to deliver Warrant Shares to the Holder on or prior to the later of (A) two (2) Trading Days after receipt of the applicable ExerciseNotice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement ofa trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receiptof the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Deadline”)shall not be deemed to be a breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the RegistrationRights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior tothe Holder’s receipt of the notice of an Allowable Grace Period (as defined in the Registration Rights Agreement), the Company shallcause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of RegistrableSecurities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, anddelivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which theHolder has not yet settled. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agentthat participates in FAST.

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(b) ExercisePrice. For purposes of this Warrant, “Exercise Price” means $0.48, subject to adjustment as provided herein.

(c) Company’sFailure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share DeliveryDeadline, either (I) (1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificatefor the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share registeror, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee withDTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case maybe), or (II) if a Registration Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “UnavailableWarrant Shares”) is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but inno event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shareselectronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuantto such exercise to the Holder’s or its designee’s balance account with DTC through its DWAC system (the event described inthe immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event describedin clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to the Holder, (X) theCompany shall pay in cash to the Holder on each day after the Share Delivery Deadline and during such Delivery Failure an amount equalto 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 DeliveryDeadline and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder in writingas in effect at any time during the period beginning on the applicable Exercise Date and ending on the applicable Share Delivery Deadline,and (Y) the Holder, upon written notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, asthe case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding ofan Exercise Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of suchnotice pursuant to this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadlineeither (I) (1) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail toissue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s shareregister or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall failto credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to whichthe Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii)below or (II) 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 uponsuch exercise that the Holder is entitled to receive from the Company and has not received from the Company in connection with such DeliveryFailure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder,the Company shall, within two (2) Business Days after the Holder’s request and in the Holder’s discretion, either (i) paycash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs andother out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person inrespect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issueand deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’sdesignee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’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 deliverto the Holder a certificate or certificates representing such Warrant Shares or credit the balance account of such Holder or such Holder’sdesignee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’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 periodcommencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the“Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to ithereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respectto the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such sharesof Common Stock) upon the exercise of this Warrant as required pursuant to the terms hereof. From the Issuance Date through and includingthe Expiration Date, the Company shall maintain a transfer agent that participates in FAST. In addition to the foregoing rights, (i) ifthe Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable ShareDelivery Deadline, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Companyreturn, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that therescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior to the date ofsuch notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement covering the issuance or resale ofthe Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such WarrantShares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability of such registration statementand the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legendby crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s orits designee’s balance account with DTC through its DWAC system, the Holder shall have the option, by delivery of notice to theCompany, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of thisWarrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affectthe Company’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.

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(d) CashlessExercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercisehereof a Registration Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus contained thereinis not available for use) for the resale by the Holder of all of the Warrant Shares, the Holder may, in its sole discretion, exercisethis Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercisein payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of WarrantShares determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) - (A x C)

B

For purposes of the foregoingformula:

A = the total number of shares with respectto which this Warrant is then being exercised.

B = as elected by the Holder: (i) theVWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such ExerciseNotice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executedand delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (asdefined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option ofthe Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the ClosingBid Price of the shares of Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such ExerciseNotice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuantto Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if thedate 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 “regular trading hours” on such Trading Day.

C = the Exercise Price then in effectfor the applicable Warrant Shares at the time of such exercise.

If the Warrant Shares are issuedin a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Sharestake on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the Securities Act,as in effect on the Issue Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquiredby the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originallyissued pursuant to the Securities Purchase Agreement.

(e) Disputes.In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares tobe issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputedand resolve such dispute in accordance with Section 15.

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(f) Limitationson Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right toexercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and voidand treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other AttributionParties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stockoutstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares ofCommon Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock heldby the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant withrespect 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 Partiesand (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 Warrants) beneficially owned by the Holder or any otherAttribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f).For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrantwithout exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x)the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other publicfiling 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 Companyor the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding ShareNumber”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding sharesof Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number ofshares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficialownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company ofa reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced,the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exerciseprice paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Companyshall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stockthen outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of whichthe Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exerciseof this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more thanthe Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), thenumber of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceedsthe Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and theHolder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of theExcess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the ExcessShares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effectiveuntil the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excessof 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 theother Attribution Parties and not to any other holder of 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 bebeneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No priorinability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraphwith respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented ina manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraphor any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained inthis Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitationcontained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

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(g) Reservationof Shares.

(i) RequiredReserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under thisWarrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessaryto satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding (without regard to any limitationson exercise) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reservedpursuant to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise or redemption of Warrantsor such other event covered by Section 2(a). The Required Reserve Amount (including, without limitation, each increase in the numberof shares so reserved) shall be allocated pro rata among the holders of the Warrants based on number of shares of Common Stock issuableupon exercise of Warrants held by each holder as of such time of determination (without regard to any limitations on exercise) or increasein the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holdershall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’sAuthorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall beallocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrantsthen held by such holders (without regard to any limitations on exercise).

(ii) InsufficientAuthorized Shares. If, notwithstanding Section 1(g)(i), and not in limitation thereof, at any time while any of the Warrantsremain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligationto reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take allaction necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reservethe Required Reserve Amount for all the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soonas practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrenceof such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number ofauthorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statementand shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and tocause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any suchtime of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstandingshares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligationby obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that the Companyis prohibited from issuing shares of Common Stock upon an exercise of this Warrant due to the failure by the Company to have sufficientshares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of CommonStock, the “Authorization Failure Shares”), 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 FailureShares at a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest ClosingSale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable ExerciseNotice with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under thisSection 1(g); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock todeliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions andother out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in this Section 1(g) shalllimit any obligations of the Company under any provision of the Securities Purchase Agreement.

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2. ADJUSTMENTOF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrantare subject to adjustment from time to time as set forth in this Section 2.

(a) StockDividends and Splits. Without limiting any provision of Section 3 or Section 4, if the Company, at any time on or afterthe Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makesa 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 asmaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall bethe number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of sharesof Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effectiveimmediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustmentpursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision orcombination. 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.

(b) Numberof Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2, the number of Warrant Sharesthat may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment theaggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Pricein effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(c) AdjustmentUpon Issuance of Shares of Common Stock. So long as any of the Notes or Warrants are outstanding, if and whenever on or after theIssuance Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares ofCommon Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) for a considerationper share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to suchissuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effectshall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determiningthe adjusted Exercise Price and the New Issuance Price under this Section 2(c)), the following shall be applicable:

(i) Issuanceof Options. Other than Options issued under the Company’s Stock Option Plan, if the Company in any manner grants or sells anyOptions and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Optionor upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuantto the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to havebeen issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of thisSection 2(c)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exerciseof any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option orotherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (ifany) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, uponexercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option orotherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stockis 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 thereofminus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of suchOption, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of suchOption or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferredon, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall bemade upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwisepursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such ConvertibleSecurities.

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(ii) Issuanceof Convertible Securities. Other than Permitted Convertible Notes, the Company shall not issue any Convertible Securities withoutthe express permission and approval of the undersigned Holder during the period beginning on the Issuance Date and ending on the laterof (x) the first (1^st ) anniversary of the Issuance Date or (y) the date when no Notes remain outstanding. If the Holder agreesto waive such provision prohibiting the issuance of Convertible Securities, and the Company in any manner issues or sells any ConvertibleSecurities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise orexchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall bedeemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securitiesfor such price per share. For the purposes of this Section 2(c)(ii), the “lowest price per share for which one share of CommonStock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shallbe equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respectto one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such ConvertibleSecurity or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for whichone share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchangethereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such ConvertibleSecurity (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration receivedor 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, exerciseor exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such ConvertibleSecurities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisionsof this Section 2(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of suchissuance or sale.

(iii) Changein Option Price or Rate of Conversion. 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 Securitiesare convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportionalchanges in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)), the ExercisePrice in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at suchtime had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increasedor decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(c)(iii),if the terms of any Option or Convertible Security that was outstanding as of the Issue Date are increased or decreased in the mannerdescribed in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuableupon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustmentpursuant to this Section 2(c) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

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(iv) Calculationof Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuanceor sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security,”and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprisingone integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of theCompany 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 PrimarySecurity shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued(or was deemed to be issued pursuant to Section 2(c)(i) or 2(c)(ii), as applicable) in such integrated transaction solelywith respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes ConsiderationValue of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes ConsiderationValue, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such ConvertibleSecurity, if any, in each case, as determined on a per share basis in accordance with this Section 2(c)(iv). If any shares of CommonStock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration receivedtherefor (for the purpose of determining the consideration paid for such shares of Common Stock, Option or Convertible Security, but notfor the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration receivedby the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration otherthan cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such sharesof 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 theamount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for eachof the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securitiesare issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amountof consideration therefor (for the purpose of determining the consideration paid for such shares of Common Stock, Option or ConvertibleSecurity, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value ofsuch portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options orConvertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will bedetermined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrenceof an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined withinfive (5) Trading Days after the tenth (10^th) day following such Valuation Event by an independent, reputable appraiser jointlyselected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifesterror and the fees and expenses of such appraiser shall be borne by the Company.

(v) RecordDate. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividendor other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase sharesof Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of theshares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distributionor the date of the granting of such right of subscription or purchase (as the case may be).

(d) Holder’sRight of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitationof the other provisions of this Section 2, other than any issuance or sale of shares of Common Stock by the Company in which theHolder participates, if, at any time while any of the Purchased Securities remain outstanding, the Company in any manner issues or sellsor enters into any agreement to issue or sell, any shares of Common Stock, Options or Convertible Securities (any such securities, “VariablePrice Securities”) after the Issuance Date that are issuable pursuant to such agreement or convertible into or exchangeableor exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, includingby way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (suchas share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price beingherein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile and overnightcourier to the Holder on the date of such agreement and the issuance of such Convertible Securities or Options. From and after the datethe 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 ExerciseNotice delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable Pricerather than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular exercise of thisWarrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.

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(e) OtherEvents. In the event the Company 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 Section2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantomstock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implementan 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(e) will increase the Exercise Price or decrease the number of WarrantShares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustmentsas appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holdershall 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.

(f) Calculations.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 theCompany, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.

(g) VoluntaryAdjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term ofthis Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount and for anyperiod of time deemed appropriate by the board of directors of the Company.

(h) StockCombination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock split, stockdividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock CombinationEvent,” and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less thanthe Exercise Price then in effect (after giving effect to the adjustment in Section 2(a)), then on the sixteenth (16th) TradingDay immediately following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading Day (aftergiving effect to the adjustment in Section 2(a)) shall be reduced (but in no event increased) to the Event Market Price. For theavoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Pricehereunder, no adjustment shall be made.

3. RIGHTSUPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 or 4, if the Company shall declareor make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by wayof 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 arrangementor other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each suchcase, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated thereinif the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitationsor restrictions on the exercise of this Warrant, including without limitation, the Maximum Percentage) immediately prior to the date onwhich 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 CommonStock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’sright 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 entitledto beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of anysuch excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, ifever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at whichtime or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or onany subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

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4. PURCHASERIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) PurchaseRights. In addition to any adjustments pursuant to Sections 2 or 3, if at any time the Company grants, issues or sellsany Options, Convertible Securities, or rights to purchase stock, warrants, securities or other property pro rata to the record holdersof any class of Common Stock (the “Purchase Rights”), then the Holder shall be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the numberof shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exerciseof this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for thegrant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares ofCommon Stock are to be determined for the grant, issuance or sale of such Purchase Rights, provided, however, that to theextent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Partiesexceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the MaximumPercentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficialownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Righthas 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 andthe other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and anyPurchase 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 ofdays held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

(b) FundamentalTransactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes inwriting all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Securities PurchaseAgreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactoryto the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchangefor this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to thisWarrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the sharesof 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 capitalstock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the valueof such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purposeof protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction) and (ii) the SuccessorEntity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an EligibleMarket. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so thatfrom and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documentsreferring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Companyand shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect asif such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entityshall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation ofthe applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (exceptsuch items still issuable under Sections 3 and 4(a), which shall continue to be receivable thereafter)) issuable upon theexercise 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 applicableFundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard toany 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 Companyto waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and notin substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders ofshares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a“Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have theright to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but priorto the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such itemsstill issuable under Sections 3 and 4(a), which shall continue to be receivable thereafter)) issuable upon the exerciseof 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 happeningof 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 formand substance reasonably satisfactory to the Holder.

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(c) Application.The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Eventsand shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitationson the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, appliedhowever with respect to shares of capital stock registered under the Exchange Act and thereafter receivable upon exercise of this Warrant(or any such other warrant)).

5. NONCIRCUMVENTION.The Company hereby covenants and agrees that the Company shall not, by amendment of its Charter (as defined in the Securities PurchaseAgreement), 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 theobservance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of thisWarrant 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 theExercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validlyand legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding anything hereinto the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to exercise this Warrantin full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall use its best effortsto promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such exerciseinto shares of Common Stock.

6. WARRANTHOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holderof this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether anyreorganization, 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 entitledto receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilitieson the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether suchliabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall providethe Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneouslywith the giving thereof to the stockholders.

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7. REISSUANCEOF WARRANTS.

(a) Transferof Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company willforthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holdermay request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the totalnumber of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) tothe Holder representing the right to purchase the number of Warrant Shares not being transferred. The Holder and any assignee, by acceptanceof this Warrant, acknowledge and agree that, by reason of the provisions of Section1(a) following the exercise of any portionof this Warrant, the number of Warrant Shares issuable upon exercise of this Warrant may be less than the amount set forth on the facehereof.

(b) Lost,Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destructionor 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 reasonableform and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holdera new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeablefor Multiple Warrants. 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 numberof Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such WarrantShares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stockshall be given.

(d) Issuanceof New Warrants. 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 theWarrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or 7(c),the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrantsissued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall havean 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 rightsand conditions as this Warrant.

8. NOTICES.Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordancewith Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actionstaken 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 WarrantShares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least fifteen (15) days priorto the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares ofCommon Stock, or (B) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, providedin each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to theHolder, (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction and (iv) within one (1) BusinessDay of the occurrence of an Event of Default (as defined in the Notes), setting forth in reasonable detail any material events with respectto such Event of Default and any efforts by the Company to cure such Event of Default. To the extent that any notice provided hereunderconstitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneouslyfile such notice with the SEC pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-publicinformation to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive suchmaterial non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality tothe 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 agreedthat the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged bythe Company.

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9. DISCLOSURE.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 thisWarrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-publicinformation 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 BusinessDay immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Companyor any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receiptof notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from theCompany immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in thenotice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in thisSection 9 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities PurchaseAgreement.

10. ABSENCEOF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Companyand that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrainfrom trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by anofficer 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, maypossess and use any information provided by the Company in connection with such trading activity, and may disclose any such informationto any third party.

11. AMENDMENTAND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended andthe Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Companyhas obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representativeof the waiving party.

12. SEVERABILITY.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 thatit would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remainingprovisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentionsof the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in questiondoes not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of thebenefits 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).

13. GOVERNINGLAW. 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 Delaware, without givingeffect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that wouldcause the application of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably waives personalservice of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Companyat the address set forth on the signature page to the Securities Purchase Agreement and agrees that such service shall constitute goodand sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the stateand federal courts sitting in the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with anytransaction 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 inan inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limitin any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to precludethe Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’sobligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or othercourt ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURYTRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATEDHEREBY.

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14. CONSTRUCTION;HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against anyPerson as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect theinterpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribedto such terms in such other Transaction Documents unless otherwise consented to in writing by the Holder.

15. DISPUTERESOLUTION.

(a) Submissionto Dispute Resolution.

(i) Inthe case of a dispute relating to the Exercise Price, the Closing Sale Price or the Closing Bid Price or fair market value or the arithmeticcalculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determinationof 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 circ*mstances giving rise to such dispute or (B) if bythe Holder, at any time after the Holder learned of the circ*mstances giving rise to such dispute. If the Holder and the Company are unableto promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price or such Closing Bid Price or such fair marketvalue or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) BusinessDay 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 thecase may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii) TheHolder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordancewith 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 Holderselected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately precedingclauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understoodand agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute SubmissionDeadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waivesits right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and suchinvestment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bankprior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requestedby such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or othersupport to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) TheCompany and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holderof such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses ofsuch investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be finaland binding upon all parties absent manifest error.

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(b) Miscellaneous.The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Companyand the Holder, (ii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis for the selectedinvestment bank’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 bankin connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinationsand the like to the terms of this Warrant and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in itssole discretion, shall have the right to submit any dispute described in this Section 15 to any state or federal court sittingin the State of Delaware in lieu of utilizing the procedures set forth in this Section 15, and (iv) nothing in this Section15 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respectto any matters described in this Section 15).

16. REMEDIES,CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative andin addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decreeof specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequentialdamages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shallbe no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein withrespect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shallnot, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Companyacknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law forany such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holderof this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminaryand permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity ofproving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to theHolder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions ofthis Warrant (including, without limitation, compliance with Section 2). The issuance of shares and certificates for shares ascontemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax orother costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of anytransfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

17. PAYMENTOF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection or enforcementor is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due under this Warrantor to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or otherproceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall pay the costs incurredby the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or otherproceeding, including, without limitation, attorneys’ fees and disbursem*nts.

18. TRANSFER.This Warrant and any Warrant Shares issued upon the exercise of this Warrant may be offered, sold, assigned or transferred by the Holderwithout the consent of the Company, subject only to the provisions of Section2(g) of the Securities Purchase Agreement.

19. CERTAINDEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Affiliate”means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common controlwith, such Person, it being understood for purposes of this definition that “control” of a Person means the power directlyor indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or director cause the direction of the management and policies of such Person whether by contract or otherwise.

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(b) “AttributionParties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder fundsor managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’sinvestment 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) anyother Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s andthe other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subjectcollectively the Holder and all other Attribution Parties to the Maximum Percentage.

(c) “Bloomberg”means Bloomberg, L.P.

(d) “BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed.

(e) “ClosingBid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price andlast closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Marketbegins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case maybe) 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 orlast trade price, respectively, of such security on the principal securities exchange or trading market where such security is listedor traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, ofsuch security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closingbid 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 by OTC Markets Group Inc. If the Closing Bid Price or the Closing SalePrice cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing SalePrice (as the case may be) of such security on such date shall be the fair market value as mutually determined by the Company and theHolder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolvedin accordance with the procedures in Section15. All such determinations shall be appropriately adjusted for any stock splits,stock dividends, stock combinations, recapitalizations or other similar transactions during such period.

(f)“Common Stock” means (i) the Company’s common stock, $0.0001 par value per share, and (ii) any capital stockinto which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(g) “ConvertibleSecurities” means any stock or other security (other than Options) that is at any time and under any circ*mstances, directlyor indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any sharesof Common Stock.

(h) “EligibleMarket” means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, The New York Stock Exchange,the NYSE American, or the Principal Market.

(i) “EventMarket Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of theVWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutiveTrading Day period ending on (and including) the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock CombinationEvent Date, divided by (y) five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stockcombination, recapitalization or other similar transaction during such period.

(j) “ExpirationDate” means October 20, 2029.

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(k) “FundamentalTransaction” 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 propertiesor assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or moreSubject Entities, or (iii)make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have itsCommon Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by theholders of at least either (x)50% of the outstanding shares of Common Stock, (y)50% of the outstanding shares of Common Stockcalculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities makingor party to, such purchase, tender or exchange offer were not outstanding; or (z)such number of shares of Common Stock such thatall Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer,become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding sharesof 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 partyto, 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 definedin Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v)reorganize, recapitalizeor reclassify its Common Stock, (B)that the Company shall, directly or indirectly, including through subsidiaries, Affiliates orotherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be orbecome the “beneficial owner” (as defined in Rule 13d-3 under the Exchange 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 reclassificationor otherwise in any manner whatsoever, of either (x)at least 50% of the aggregate ordinary voting power represented by issued andoutstanding Common Stock, (y)at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stocknot 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 SubjectEntities were not outstanding, or (z)a percentage of the aggregate ordinary voting power represented by issued and outstanding sharesof Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form mergeror other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholdersof 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, theintent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformitywith the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defectiveor inconsistent with the intended treatment of such instrument or transaction.

(l) “Group”means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(m) “Options”means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(n) “ParentEntity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalentequity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or ParentEntity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(o) “Person”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)“Principal Market” means, at any time, the Eligible Market on which the Common Stock trades at such time. Initially,the Principal Market is The Nasdaq Capital Market.

(q) “RegistrationRights Agreement” means that certain registration rights agreement, dated as of the Issuance Date, by and among the Company,the Holder, and the other Buyers parties thereto, relating to, among other things, the registration of the resale of the Common Stockissuable upon conversion of the Notes or exercise of the Warrants, or otherwise pursuant to the terms of the Notes or Warrants, as maybe amended from time to time.

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(r) “RequiredHolders” means holders of a majority of the Registrable Securities as of such time (excluding any Registrable Securities heldby the Company or any of its Subsidiaries as of such time) issued or issuable hereunder or pursuant to the Purchased Securities.

(s) “SEC”means the United States Securities and Exchange Commission or the successor thereto.

(t) “SubjectEntity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons, or Group.

(u) “Subsidiaries”means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similarinterest of such Person or (ii) controls or operates all or any part of the business, operations, or administration of such Person, andeach of the foregoing, is individually referred to herein as a “Subsidiary.”

(v) “SuccessorEntity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any FundamentalTransaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have beenentered into.

(w) “TradingDay” 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 forthe Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for lessthan 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 hourending 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)withrespect 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.

(x) “VWAP”means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if thePrincipal Market is not the principal trading market for such security, then on the principal securities exchange or securities marketon 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 “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing doesnot apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board forsuch 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 closingbid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If theVWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall bethe fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon thefair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section15. Allsuch determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or othersimilar transaction during such period.

[Signature Page Follows]

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IN WITNESS WHEREOF,the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

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EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISETHIS
WARRANT TO PURCHASE COMMON STOCK

ALTERNUS CLEAN ENERGY, INC.

The undersigned holder herebyelects to exercise the Warrant to Purchase Common Stock No. _______ (the “Warrant”) of Alternus Clean Energy, Inc.,a Delaware corporation (the “Company”) as specified below. Capitalized terms used herein and not otherwise definedshall have the respective meanings set forth in the Warrant.

1. Formof Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:

☐ a“Cash Exercise” with respect to _____________ Warrant Shares; and/or

☐a “Cashless Exercise” with respect to _____________ Warrant Shares.

In the event that the Holderhas elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby representsand warrants that (i) this Exercise Notice was executed by the Holder at _________ [a.m.][p.m.] on the date set forth below and (ii) ifapplicable, the Bid Price as of such time of execution of this Exercise Notice was $___________.

2. Payment ofExercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to beissued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $_________ to the Company in accordancewith the terms of the Warrant.

3. Deliveryof Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stockin accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

☐Check here if requesting delivery as a certificate to the following name and to the following address:

☐Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

Date: _________ __, ____

Tax ID: _________________

E-mail Address: _________________

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Exhibit 4.3

NEITHERTHIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISEOF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PLACEMENTAGENT COMMON STOCK PURCHASE WARRANT

ALTERNUSCLEAN ENERGY, INC.

THISPLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MaximPartners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exerciseand the conditions hereinafter set forth, at any time on or after October 19, 2024 (the “Initial Exercise Date”) andon or prior to 5:00 p.m. (New York City time) on the date that is the three (3) year anniversary of the effective date of the registrationstatement registering the Warrant Shares (as defined below) is deemed effective (the “Termination Date”) but not thereafter,to subscribe for and purchase from Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), up to 241,109shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one shareof Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuantto the Placement Agency Agreement (as defined below).

Section1.Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicatedin this Section 1:

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“BidPrice” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stockis then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (ora similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the CommonStock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiserselected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,the fees and expenses of which shall be paid by the Company.

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“Boardof Directors” means the board of directors of the Company.

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or requiredby law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or anyother similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority solong as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally areopen for use by customers on such day.

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

“CommonStock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“CommonStock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that isat any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liabilitycompany, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“PlacementAgency Agreement” means the placement agency agreement, dated as of April 19, 2024, among the Company and Maxim Group LLC,as amended, modified or supplemented from time to time in accordance with its terms.

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

“Subsidiary”means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formedor acquired after the date hereof.

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“TradingDay” means a day on which the Common Stock is traded on a Trading Market.

“TradingMarket” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the datein question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New YorkStock Exchange (or any successors to any of the foregoing).

“TransferAgent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 48 Wall Street,22^nd Floor, New York, NY 10005, and any successor transfer agent of the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listedor quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (ora similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the CommonStock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiserselected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,the fees and expenses of which shall be paid by the Company.

“Warrants”means this Warrant and other Placement Agent Common Stock purchase warrants issued by the Company.

Section2.Exercise.

a)Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times onor after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submittedby e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for theshares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unlessthe cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Noticeof Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercisebe required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the dateon which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portionof the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Sharespurchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintainrecords showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to anyNotice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shareshereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on theface hereof.

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b)ExercisePrice. The exercise price per share of Common Stock under this Warrant shall be $0.527, subject to adjustment hereunder (the“Exercise Price”).

c)CashlessExercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” inwhich the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),where:

(A)= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice ofExercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed anddelivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined inRule 600(b) 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 Notice of Exercise or (z) the Bid Price of the CommonStock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’sexecution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on aTrading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular tradinghours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise ifthe date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a)hereof after the close of “regular trading hours” on such Trading Day;

(B)= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if suchexercise were by means of a cash exercise rather than a cashless exercise.

IfWarrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of theSecurities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.TheCompany agrees not to take any position contrary to this Section 2(c).

d)Mechanics of Exercise.

i.Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository TrustCompany through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in suchsystem and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of theWarrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitationspursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered inthe Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder isentitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliestof (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of theaggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the deliveryto the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Noticeof Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respectto which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregateExercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) thenumber of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails forany reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Companyshall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 perTrading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Dateuntil such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participantin the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respectto the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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ii. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holderand upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrantevidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shallin all other respects be identical with this Warrant.

iii.RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required byits broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, sharesof Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving uponsuch exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connectionwith the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercisewas not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stockthat would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if theHolder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of sharesof Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediatelypreceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicatingthe amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver sharesof Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of thisWarrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by theExercise Price or round up to the next whole share.

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vi.Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or otherincidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, andsuch Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant whensurrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company mayrequire, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Companyshall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

e)Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the numberof shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall excludethe number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrantbeneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of itsAffiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficialownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To theextent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relationto other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant isexercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’sdetermination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesand Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as toany group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulationspromulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holdermay rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual reportfiled with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written noticeby the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral requestof a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stockthen outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to theconversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties sincethe date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of CommonStock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial OwnershipLimitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the numberof shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise ofthis Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial OwnershipLimitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of thisparagraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correctthis paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation hereincontained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations containedin this paragraph shall apply to a successor holder of this Warrant.

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Section3.Certain Adjustments.

a)StockDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares ofCommon Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of thisWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of theCommon Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of whichthe numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrantshall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or re-classification.

b)SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sellsany Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of anyclass of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the numberof shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, includingwithout limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuanceor 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 areto be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that theHolder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares ofCommon Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance forthe Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise, otherthan cash (including, without limitation, any distribution of stock or other securities, property or options by way of a dividend, spinoff, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate 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's right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or inthe beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation).

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d)FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets inone or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by theCompany or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their sharesfor other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% ormore of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactionseffects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to whichthe Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, withoutlimitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons wherebysuch other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the commonequity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, theHolder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior tothe occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on theexercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it isthe surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a resultof such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediatelyprior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposesof any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Considerationbased on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, andthe Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative valueof any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cashor property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Considerationit receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity ina Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing allof the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreementsin form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such FundamentalTransaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entityevidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a correspondingnumber of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirableand receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such FundamentalTransaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into accountthe relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrantimmediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance tothe Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision ofthis Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or SuccessorEntities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exerciseevery right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligationsof the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities,jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefitsof the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for theissuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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e)Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposesof this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of thenumber of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)Noticeto Holder.

i.Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlydeliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the numberof Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the CommonStock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shallauthorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stockof any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassificationof the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer ofall or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairsof the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shallappear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafterspecified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitledto such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expectedthat holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or otherproperty deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure todeliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required tobe specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public informationregarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to aCurrent Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of suchnotice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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g)VoluntaryAdjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term ofthis Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Company’sBoard of Directors.

Section4.Transfer of Warrant.

a)Transferability.Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would resultin the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencementof sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject tocompliance with any applicable securities laws and the restrictions herein, this Warrant and all rights hereunder (including, withoutlimitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shallissue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Companyunless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three(3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a newWarrant issued.

b)NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined inaccordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identicalwith this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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c)WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

d)Representationby the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercisehereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing orreselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuantto sales registered or exempted under the Securities Act.

Section5.Registration Rights.

a)Tothe extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that theCompany files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registrationstatement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would beinappropriate), then, for a period of seven (7) years from the commencement of sales of the offering, the Company shall give writtennotice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filingdate, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice theopportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writing within five (5) businessdays following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares tobe included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwritersof a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same termsand conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordancewith the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registrationthat involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwritersselected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company(which information shall be limited to that which is required for disclosure under the Securities Act and the forms, rules and regulationspromulgated thereunder) to be included in the registration statement timely or the Company may elect to exclude such Holder from theregistration statement.

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b)Inaddition, to the extent the Company does not maintain an effective registration statement for the Warrant Shares, for a period of five(5) years from the commencement of sales of the offering, upon the written demand of the Holders of at least 51% of the Warrants andunderlying Warrant Shares, the Holder shall be entitled to one (1) demand right for the registration of the Warrant Shares at the Holder’sexpense (the “Demand Registration”). In the event of a Demand Registration, the Company shall use its commerciallyreasonable efforts to register the applicable Warrant Shares. All Holders of Warrant Shares proposing to distribute their securitiesthrough a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary formwith the underwriter or underwriters selected for such Demand Registration. Furthermore, each Holder must provide such information asreasonably requested by the Company (which information shall be limited to that which is required for disclosure under the SecuritiesAct and the forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company mayelect to exclude such Holder from the registration statement.

c)Notwithstandingthe foregoing, the registration rights described in this Section 5 shall be subject to limitations imposed by the Commission’srules or comments of the Commission staff in connection with its review of the registration statement for any such resale registration.Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting aDemand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of theCompany’s Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statementto either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transactioninvolving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose forpreserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act,then the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registrationstatement for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this rightmore than twice in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

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Section6.Miscellaneous.

a)NoRights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly setforth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant toSection 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be requiredto net cash settle an exercise of this Warrant.

b)Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)AuthorizedShares.

TheCompany covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock asufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged withthe duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take allsuch reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of anyapplicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenantsthat all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exerciseof the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validlyissued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof(other than taxes in respect of any transfer occurring contemporaneously with such issue).

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Exceptand to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amendingits certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or saleof securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessaryor appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of theforegoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Companymay validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,as may be, necessary to enable the Company to perform its obligations under this Warrant.

Beforetaking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in theExercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary fromany public regulatory body or bodies having jurisdiction thereof.

e)Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construedand 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 interpretations, enforcement and defense of the transactions contemplatedby this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners,members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each partyhereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough ofManhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for suchproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, actionor proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such partyat the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient serviceof process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other mannerpermitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailingparty in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and othercosts and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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f)Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision ofthis Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any materialdamages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collectingany amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, anyNotice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service,addressed to the Company, at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715, Attention: Taliesin Durant,email address: td@alternusenergy.com, or such other email address or address as the Company may specify for such purposes by notice tothe Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing anddelivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mailaddress or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shallbe deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mailat the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day afterthe time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section ona day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day followingthe date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whomsuch notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-publicinformation regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuantto a Current Report on Form 8-K.

i)Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

j)Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

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k)Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

l)Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of thisWarrant.

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(SignaturePage Follows)

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INWITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first aboveindicated.

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NOTICEOF EXERCISE

To:ALTERNUSCLEAN ENERGY, INC.

(1)Theundersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Paymentshall take the form of (check applicable box):

☐ inlawful money of the United States; or

☐ ifpermitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exerciseprocedure set forth in subsection 2(c).

(3)Pleaseissue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

TheWarrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

(4)Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under theSecurities Act of 1933, as amended.

[SIGNATUREOF HOLDER]

Nameof Investing Entity: ________________________________________________________________________

Signatureof Authorized Signatory of Investing Entity: _________________________________________________

Nameof Authorized Signatory: ___________________________________________________________________

Titleof Authorized Signatory: ____________________________________________________________________

Date:________________________________________________________________________________________

EXHIBITB

ASSIGNMENTFORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FORVALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Exhibit 10.1

SECURITIESPURCHASE AGREEMENT

This SECURITIES PURCHASEAGREEMENT (this “Agreement”), dated as of April 19, 2024 (the “Subscription Date”), is by andamong Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, SouthCarolina 29715 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Scheduleof Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together withthe Company, the “Parties”).

RECITALS

A.The Company and each Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registrationafforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of RegulationD (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)under the Securities Act.

B.The Company has authorized a new series of senior convertible notes of the Company, in the aggregate original principal amountof up to $2,160,000, which are being issued with an eight percent (8.0%) original issue discount, substantially in the form attached heretoas Exhibit A (collectively, the “Notes”), which Notes shall be convertible into shares of Common Stock (as definedbelow) in certain circ*mstances in accordance with the terms of the Notes at an initial conversion price of $0.48, subject to adjustmentas set forth in the Notes (the shares of Common Stock issuable pursuant to the terms of the Notes, the “Note Conversion Shares”).

C.In connection with the issuance and sale of the Notes, the Company has authorized the issuance of common stock purchase warrantsto the Buyers, substantially in the form attached hereto as Exhibit B (collectively, the “Warrants” and togetherwith the Notes, the “Purchased Securities”), which shall be exercisable for shares of Common Stock at an initial exerciseprice of $0.48, subject to adjustment as set forth in the Warrants (the “Exercise Price”) (the shares of Common Stockissuable upon exercise of the Warrants, the “Warrant Shares” and together with the Note Conversion Shares, the “ConversionShares”). The Notes, the Warrants and the Conversion Shares shall sometimes be collectively referred to herein as the “Securities.”

D.Each Buyer desires to purchase, and the Company desires to issue and sell, upon the terms and conditions stated in this Agreement,a Note in the aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers and,in connection therewith, each Buyer shall receive a Warrant to purchase the number of Warrant Shares set forth opposite such Buyer’sname in column (5) on the Schedule of Buyers at the exercise price set forth in column (6).

E.At the Closing (as definedbelow), the Parties shall execute and deliver a registration rights agreement, substantially in the form attached hereto as ExhibitC (the “Registration Rights Agreement”), pursuant to which the Company shall agree to provide certain registrationrights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and therules and regulations promulgated thereunder and applicable state securities laws.

F.At the Closing, the Parties,the Placement Agent (as defined below), and the Escrow Agent (as defined below) shall execute and deliver an escrow agreement, substantiallyin the form attached hereto as Exhibit D (the “Escrow Agreement”), pursuant to which the Buyer shall depositthe Escrow Fund (as defined below) from the Purchase Price (as defined below) with the Escrow Agent to be applied to the transactionscontemplated thereunder.

AGREEMENT

NOW, THEREFORE, in considerationof the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the Company and each Buyer hereby agree as follows:

(a) Purchase and Sale of Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from theCompany on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s namein column (3) on the Schedule of Buyers (the “Closing”). The Notes shall be issued with an original issue discountof eight percent (8.0%) as reflected in the Notes and Schedule of Buyers.

(b)Issuance ofWarrants. In connection with the issuance and sale of the Notes, the Company shall issue to each Buyer on the Closing Date a Warrantto purchase a number of Warrant Shares set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers (the “WarrantShare Amount”).

(c)Closing. The Closingshall take place electronically. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New Yorktime, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 are satisfiedor waived (or such other date as is mutually agreed to by the Company and each Buyer). “Business Day” means any dayother than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

(d) Purchase Price.The aggregate purchase price to be paid by each Buyer for the Notes shall be the amount set forth opposite such Buyer’s name incolumn (4) on the Schedule of Buyers, and shall be $1.00 for each $1.08 of original principal amount of the Note to be purchased by suchBuyer at the Closing (such aggregate amount for each such Buyer, the “Purchase Price”). In connection with the purchaseof the Note, each Buyer shall be entitled to receive a Warrant to purchase the Warrant Shares set forth opposite such Buyer’s nameon the Schedule of Buyers. For the sake of clarity, no additional consideration shall be paid by any Buyer for the issuance of the Warrants.

(e)Form of Payment.On the Closing Date, each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuantto Section 4(g), and less the escrow funds (the “Escrow Fund”) delivered to Sichenzia Ross Ference Carmel LLPas the “Escrow Agent” for disbursem*nt to certain parties, as is further disclosed in the Escrow Agreement) to theCompany for the Purchased Securities to be issued and sold to such Buyer at the Closing by wire transfer of immediately available fundsin accordance with the Flow of Funds Letter (as defined below). Upon receipt of payment, the Company shall deliver to each Buyer (i)a Note in the aggregate original principal amount as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers,and (ii) a Warrant for such Buyer’s applicable Warrant Share Amount, in each case duly executed on behalf of the Company and registeredin the name of such Buyer or its designee.

Each Buyer, severally andnot jointly, represents and warrants to the Company with respect to only itself that, as of the Subscription Date and as of the ClosingDate:

(a)Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws ofthe jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplatedby the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No Public Saleor Distribution. Such Buyer (i) is acquiring the Purchased Securities, and (ii) upon conversion of its Note shall acquire the NoteConversion Shares issuable upon conversion thereof, and upon exercise of its Warrant shall acquire the Warrant Shares issuable upon exercisethereof, in each case for its own account and not with a view towards, or for resale in connection with, the public sale or distributionthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the Securities Act; provided,however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold anyof the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordancewith or pursuant to a registration statement or an exemption from registration under the Securities Act. Such Buyer does not presentlyhave any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicablesecurities laws. For purposes of this Agreement, “Person” 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.

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(c)Accredited InvestorStatus. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d)Reliance on Exemptions.Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registrationrequirements 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’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyerset forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(e)Information. SuchBuyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Companyand materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, ifany, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigationsconducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to relyon the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securitiesinvolves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make aninformed investment decision with respect to its acquisition of the Securities.

(f)No Governmental Review.Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on ormade any recommendation or endorsem*nt of the Securities or the fairness or suitability of the investment in the Securities nor havesuch authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer orResale. 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 Securities Act or any state securities laws, and may not be offeredfor 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 Securitiesto be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) suchBuyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 orRule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) anysale 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 144is not applicable, any resale of the Securities under circ*mstances 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 Securities Act) may require compliance with some other exemption underthe Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Personis under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the termsand conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fidemargin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed tobe a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to providethe Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other TransactionDocument, including, without limitation, this Section 2(g).

(h)Validity; Enforcement.This Agreement and each of the other Transaction Documents to which such Buyer is a party, has been duly and validly authorized, executedand delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable againstsuch Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity orto applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally,the enforcement of applicable creditors’ rights and remedies.

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(i) No Conflicts.The execution, delivery and performance by such Buyer of this Agreement and each of the other Transaction Documents to which suchBuyer is a party, and the consummation by such Buyer of the transactions contemplated hereby and thereby shall not (i) result in aviolation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which withnotice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, accelerationor cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of anylaw, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except inthe case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in theaggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligationshereunder.

The Company represents andwarrants to each of the Buyers that, as of the Subscription Date and as of the Closing Date:

(a)Organization, Good Standing and Power. The Company and each of the Subsidiaries are entities duly incorporated or otherwiseorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisitepower and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Companynor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylawsor other organizational or charter documents. Each of the Company and Subsidiaries is duly qualified to conduct business and is in goodstanding as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property ownedby it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could nothave or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking,limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company has made availablevia the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) true and correct copies of theCompany’s Amended and Restated Certificate of Incorporation as in effect on the Subscription Date (the “Charter”),and the Company’s Amended and Restated Bylaws as in effect on the Subscription Date (the “Bylaws”). “MaterialAdverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseenwould likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactionscontemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likelyhave, any effect on the business, operations, properties, financial condition, or prospects of the Company that is material and adverseto the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, orinsofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Companyto perform any of its obligations under the Transaction Documents; provided, however, that no facts, circ*mstances, changesor effects exclusively and directly resulting from, relating to or arising out of the following, individually or in the aggregate, shallbe taken into account in determining whether a Material Adverse Effect has occurred or insofar as reasonably can be foreseen would likelyoccur: (A)changes in conditions in the U.S. or global capital, credit or financial markets generally, including changes in the availabilityof capital or currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate manneras compared to other similarly situated companies; (B)changes generally affecting the industries in which the Company and its Subsidiariesoperate, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a materially disproportionatemanner as compared to other similarly situated companies; (C)any effect of the announcement of, or the consummation of the transactionscontemplated by, the Transaction Documents on the Company’s relationships, contractual or otherwise, with customers, suppliers,vendors, bank lenders, strategic venture partners or employees; (D) changes arising in connection with earthquakes, pandemics, hostilities,acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such pandemic, hostilities, actsof war, sabotage or terrorism or military actions existing as of the Subscription Date; (E) any action taken by the Buyers with respectto the transactions contemplated by this Agreement; and (F) the effect of any changes in applicable laws or accounting rules, providedsuch changes shall not have affected the Company in a materially disproportionate manner as compared to other similarly situated companies.“Subsidiaries” means any Person in which the Company, directly or indirectly, (x) owns any of the outstanding capitalstock or holds any equity or similar interest of such Person or (y) 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 “Subsidiary.”

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(b)Authorization; Enforcement;Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and theother Transaction Documents and to offer, issue, and sell the Securities in accordance with the terms hereof and thereof. Each Subsidiaryhas 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 consummationby the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the offer, issuance,and sale of the Purchased Securities and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversionof the Notes and the issuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by the Company’s boardof directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filingwith the SEC of one or more registration statements relating to the Securities in accordance with the requirements of the RegistrationRights 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 orother governing body in connection with the offer, issuance, and sale of the Purchased Securities. This Agreement has been, and the otherTransaction Documents to which it is a party shall be, duly executed and delivered by the Company, and each constitutes the legal, validand binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceabilitymay be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similarlaws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights toindemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documentsto which each Subsidiary is a party shall be duly executed and delivered by each such Subsidiary, and shall constitute the legal, validand 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’ rights and remedies andexcept as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Voting Agreement (as defined below),the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instrumentsentered into or delivered by any of the Parties in connection with the transactions contemplated hereby and thereby, as may be amendedfrom time to time.

(c)Capitalization.The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the SEC Documents as ofthe dates reflected therein. Schedule 3(c) attached hereto sets forth all issuance of the Company’s Common Stock made subsequentto December 31, 2023. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paidand nonassessable. Except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company is obligatedto register the sale of any securities under the Securities Act. Except as set forth in the SEC Documents or in the Schedule 3(c)set forth herein, no shares of Common Stock are entitled to preemptive rights and there are no outstanding debt securities and nocontracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of thecapital stock of the Company or rights, warrants, or options to subscribe for or purchase shares of Common Stock or Convertible Securities(as defined below) (collectively, “Options”), calls or commitments of any character whatsoever relating to, or securitiesor rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in theordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customarytransfer restrictions contained in agreements entered into by the Company to sell restricted securities, the Company is not a party to,and it has no Knowledge (as defined below) of, any agreement restricting the voting or transfer of any outstanding shares of the capitalstock of the Company. The offer and sale of all capital stock, Convertible Securities or Options of the Company issued prior to the SubscriptionDate complied, in all material respects, with all applicable federal and state securities laws, and no stockholder has any right of rescissionor damages or any “put” or similar right with respect thereto that would have a Material Adverse Effect. Except as set forthin the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that shall be triggered bythis Agreement or the consummation of the transactions described herein or therein. “Common Stock” means (i) the Company’sshares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changedor any share capital resulting from a reclassification of such common stock. “Knowledge” means the actual knowledgeof any of (A) the Company’s Chief Executive Officer, (B) the Company’s Chief Financial Officer, (C) the Company’s LeadIndependent Director, and (D) the Company’s General Counsel, in each case after reasonable inquiry of all officers, directors andemployees of the Company and its Subsidiaries under such Person’s direct supervision who would reasonably be expected to have knowledgeor information with respect to the matter in question.

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(d)Issuance of PurchasedSecurities. The issuance of the Purchased Securities has been duly authorized and, upon issuance in accordance with the terms ofthe Transaction Documents, the Purchased Securities shall be validly issued, fully paid and non-assessable and free from all preemptiveor similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interestsand other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Companyshall have reserved from its duly authorized capital stock not less than one hundred percent (100%) of the sum of (x) the maximum numberof Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (i) the Notes are convertible at the ConversionPrice Floor (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the Subscription Date, (ii)interest on the Notes shall accrue through the first anniversary of the Closing Date and shall be converted in shares of Common Stockat a conversion price equal to the Conversion Price Floor assuming an Alternate Conversion Date as of the Subscription Date, and (iii)any such conversion shall not take into account any limitations on the conversion of the Notes as set forth in the Notes), and (y) themaximum number of Warrant Shares issuable upon exercise of the Warrants (collectively, the “Required Reserve Amount”).The Note Conversion Shares, when issued upon conversion of the Notes, shall be validly issued, fully paid and nonassessable and freefrom all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being entitled to all rights accordedto a holder of Common Stock. The Warrant Shares, when issued upon exercise of the Warrant, shall be validly issued, fully paid and nonassessableand free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rightsaccorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement,the offer and issuance by the Company of the Purchased Securities is exempt from registration under the Securities Act.

(e)No Conflicts. Theexecution, delivery and performance by the Company of the Transaction Documents and the consummation by the Company of the transactionscontemplated hereby and thereby (including, without limitation, the issuance of the Purchased Securities and the reservation for theConversion Shares) do not and shall not (i) result in a violation of any provision of the Charter or Bylaws, (ii) result in a breachor violation of any of the terms or provisions of, constitute a default (or an event which, with notice or lapse of time or both, wouldbecome a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, anyagreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, (iii) create or impose a Lien, chargeor encumbrance on any property or assets of the Company or any of its Subsidiaries under any agreement or any commitment to which theCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respectiveproperties or assets is subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order,judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of itsSubsidiaries are bound or affected (including federal and state securities laws and regulations and the listing rules of The Nasdaq CapitalMarket (the “Trading Market”), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults,terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in theaggregate, have a Material Adverse Effect.

(f) Consents.Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing orregistration with any Governmental Entity (as defined below) or any regulatory or self-regulatory agency (other than (i) the filingwith the SEC of one or more registration statements relating to the Securities in accordance with the requirements of theRegistration Rights Agreement, (ii) the filing of a Form D with the SEC, and (iii) any other filings as may be required by any statesecurities agencies) or any other Person in order for it to execute, deliver or perform any of its respective obligations under orcontemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents,authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to thepreceding sentence have been or shall be obtained or effected on or prior to the Closing Date, and neither the Company nor any ofits Subsidiaries are aware of any facts or circ*mstances which might prevent the Company or any of its Subsidiaries from obtainingor effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not inviolation of the requirements of the Trading Market and has no Knowledge of any facts or circ*mstances which might lead to delistingor suspension of the Common Stock. “Governmental Entity” 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, orentity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, anyadministrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentalityof any of the foregoing, including any entity or enterprise owned or controlled by a government or a public internationalorganization or any of the foregoing.

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(g)Acknowledgment RegardingBuyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of anarm’s-length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and thatno Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule144) of the Company or any of its Subsidiaries, or (iii) to its Knowledge, a “beneficial owner” of more than ten percent(10%) of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and therules and regulations promulgated thereunder (the “Exchange Act”)). The Company further acknowledges that no Buyeris acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect tothe Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representativesor agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to suchBuyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s and each Subsidiary’sdecision 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.

(h)Use of Proceeds.The proceeds from the sale of the Securities by the Company to the Buyers shall be used by the Company and its Subsidiaries for generalcorporate purposes.

(i)No General Solicitation;Placement Agent Fees. Neither the Company, nor any of its Subsidiaries or Affiliates (as defined in the Notes), nor any Person actingon its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) inconnection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent fees, financialadvisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arisingout of the transactions contemplated hereby, including, without limitation, placement agent fees payable to Maxim Group LLC, as placementagent (the “Placement Agent”) in connection with the sale of the Purchased Securities. The Company shall pay, andhold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocketexpenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement Agent in connection withthe sale of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placementagent or other agent in connection with the offer or sale of the Securities.

(j)No Integrated Offering.None of the Company, its Subsidiaries, or any of their respective Affiliates, nor any Person acting on their behalf has, directly orindirectly, sold, offered for sale, or solicited any offers to buy or otherwise negotiated in respect of any security (as defined inthe Securities Act) which shall be integrated with the sale of the Securities in a manner which would require registration of the Securitiesunder the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities torequire approval of stockholders of the Company for purposes of the Securities Act or under any applicable stockholder approval provisions,including, without limitation, under the listing rules of the Trading Market. Except in accordance with the requirements of the RegistrationRights Agreement, none of the Company, its Subsidiaries, their Affiliates, nor any Person acting on their behalf shall take any actionor steps that would require registration of the issuance of any of the Securities under the Securities Act or cause the offering of anyof the Securities to be integrated with other offerings of securities of the Company.

(k)Dilutive Effect.The Company understands and acknowledges that the issuance of Securities may result in dilution of the outstanding shares of Common Stock,which dilution may be substantial under certain market conditions. The Company further acknowledges that the number of Conversion Sharesshall increase in certain circ*mstances as described in the Notes and Warrants, and that the Company has an unconditional and absoluteobligation to issue the Conversion Shares in accordance with the terms of this Agreement and the Purchased Securities, without any rightof set off, counterclaim, delay, or reduction, regardless of the dilutive effect that such issuance may have on the ownership interestsof other stockholders of the Company, and regardless of any claim the Company may have against any Buyer.

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(l) Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessaryaction, 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 provisionunder the Charter, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which isor could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directorshave taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating toaccumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(m)SEC Documents; FinancialStatements.

(i)SinceDecember 31, 2023, the Company has timely filed all SEC Documents required to be filed with or furnished to the SEC by the Company underthe Securities Act or the Exchange Act, including those required to be filed with or furnished to the SEC under Section 13(a) or Section15(d) of the Exchange Act, including, without limitation, the Registration Statement on Form S-1 (File No. 333-276630) filed with theSEC on January 19, 2024, as amended through the date of this Agreement, including financial statements, all exhibits and any informationdeemed to be included or incorporated by reference therein, and any information deemed to be included therein pursuant to Rule 430A orRule 430B of the Securities Act (the “IPO Registration Statement”) (all of the foregoing filed prior to the SubscriptionDate and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporatedby reference therein being hereinafter referred to as the “SEC Documents”). As of the Subscription Date, no Subsidiaryof the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document withthe SEC. As of its filing date, each SEC Document filed with or furnished to the SEC complied in all material respects with the requirementsof the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable toit, and, as of its filing date (or, if amended or superseded by a filing prior to the Subscription Date, on the date of such amended orsuperseded filing), such SEC Document did not contain any untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary in order to make the statements therein, in light of the circ*mstances under which they were made, notmisleading. Each SEC Document to be filed with or furnished to the SEC after the Subscription Date including, without limitation, theCurrent Report, when such document is filed with or furnished to the SEC and, if applicable, when such document becomes effective, asthe case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable,and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light ofthe circ*mstances under which they were made, not misleading. Other than the SEC’s comments received on February 15, 2024 to theCompany’s IPO Registration Statement, there are no outstanding or unresolved comments received by the Company from the SEC. TheSEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company underthe Securities Act or the Exchange Act.

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(ii)Theconsolidated financial statements of the Company included or incorporated by reference in the SEC Documents filed with or furnishedto the SEC, together with the related notes and schedules, present fairly, in all material respects, the consolidated financialposition of the Company and the consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, cashflows and changes in stockholders’ equity of the Company and the consolidated Subsidiaries for the periods specified (subject,in the case of unaudited statements, to normal year-end audit adjustments which shall not be material, either individually or in theaggregate) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, asapplicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) appliedon a consistent basis (except (A) for such adjustments to accounting standards and practices as are noted therein and (B) in thecase of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during theperiods involved. The pro forma financial statements or data included or incorporated by reference in the SEC Documents filed withor furnished to the SEC comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the proforma adjustments used therein are appropriate to give effect to the circ*mstances referred to therein and the pro forma adjustmentshave been properly applied to the historical amounts in the compilation of those statements and data. The other financial andstatistical data with respect to the Company and Subsidiaries contained or incorporated by reference in the SEC Documents filed withor furnished to the SEC, if any, are accurately and fairly presented and prepared on a basis consistent with the financialstatements and books and records of the Company. There are no financial statements (historical or pro forma) that are required to beincluded or incorporated by reference in the SEC Documents filed with or furnished to the SEC that are not included or incorporatedby reference as required. The Company and Subsidiaries do not have any material liabilities or obligations, direct or contingent(including any off-balance sheet obligations or any “variable interest entities” as that term is used in AccountingStandards Codification Paragraph 810-10-25-20), not described in the SEC Documents that are required to be described or incorporatedby reference in the SEC Documents. All disclosures contained in the SEC Documents, if any, regarding “non-GAAP financialmeasures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation Gof the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The reserves, if any,established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circ*mstances known by theCompany on the Subscription Date and there are no loss contingencies that are required to be accrued by the Statement of FinancialAccounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financialstatements or otherwise. The Company is not currently contemplating to amend or restate any of the financial statements included inthe SEC Documents (including, without limitation, any notes or any letter of the independent accountants of the Company with respectthereto), nor is the Company currently aware of facts or circ*mstances which would require the Company to amend or restate any suchfinancial statements, in each case, in order for any of such financials statements to be in compliance with GAAP and the rules andregulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amendor restate any of the financial statements included in the SEC Documents or that there is any need for the Company to amend orrestate any such financial statements.

(iii)Exceptas otherwise disclosed or incorporated by reference in the SEC Documents, the Company and Subsidiaries maintain a system of internal accountingcontrols sufficient to provide reasonable assurance that: (i)transactions are executed in accordance with management’s generalor specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformitywith GAAP and to maintain asset accountability; (iii)access to Company assets is permitted only in accordance with management’sgeneral or specific authorization; and (iv)the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences. The Company and Subsidiaries have established disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Company and Subsidiaries and designed such disclosurecontrols and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under theExchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.Since the date of the IPO Registration Statement, except as is/was otherwise disclosed or incorporated by reference in the SEC Documents,there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Companyand its Subsidiaries that have materially adversely affected, or is reasonably likely to materially adversely affect, the internal controlover financial reporting of the Company and its Subsidiaries.

(iv)TheCompany has timely filed with the SEC and made available via EDGAR all certifications and statements required by (a) Rule 13a-14 or Rule15d-14 under the Exchange Act or (b) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002 (“SOXA”))with respect to all relevant SEC Documents. The Company and each Subsidiary is in compliance in all material respects with the provisionsof SOXA applicable to it as of the Subscription Date. The Company maintains disclosure controls and procedures required by Rule 13a-15or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning theCompany and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation ofthe SEC Documents and other public disclosure documents.

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(v) MazarsUSA LLP, whose report on the consolidated balance sheet of the Company as of December 31, 2023, the related statement of operations, stockholders’equity (deficit), and cash flows for the year then ended, and the related notes, is filed with the SEC as part of the Form S-1, are and,during the periods covered by their report, were independent public accountants within the meaning of the Securities Act and the PublicCompany Accounting Oversight Board (United States). To the Company’s Knowledge, Mazars USALLP is not in violation of the auditor independence requirements of SOXA with respect to the Company.

(vi) Thereis, and during the past twelve (12) months there has been, no failure on the part of the Company or, to the Knowledge of the Company,any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicableprovisions of SOXA and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financialofficer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Companyas applicable) has made all certifications required by Sections 302 and 906 of SOXA with respect to all periodic reports required to befiled by it with the SEC during the past twelve (12) months. For purposes of the preceding sentence, “principal executive officer”and “principal financial officer” shall have the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.

(n)Subsidiaries. TheSchedule 3(n) attached hereto, and the SEC Documents, identify each Subsidiary of the Company as of the Subscription Date, otherthan those that may be omitted pursuant to Item 601 of Regulation S-K. No Subsidiary of the Company is currently prohibited, directlyor indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock,from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’sproperty or assets to the Company or any other Subsidiary of the Company, except as described or incorporate by reference in, or contemplatedby, the SEC Documents, or as would not reasonably be expected to have a Material Adverse Effect.

(o)No Material AdverseEffect. Except as otherwise disclosed or incorporated by reference in the SEC Documents, since December 31, 2023: (i) the Companyhas not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which wouldhave a Material Adverse Effect; (ii)there has not occurred any material adverse change, or any development that would reasonablybe expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, businessor operations of the Company from that disclosed or incorporated by reference in the SEC Documents; (iii) neither the Company nor anyof its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction;(iv)the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distributionof any kind on its capital stock other than ordinary and customary dividends; and (v)there has not been any material change inthe capital stock, short-term debt or long-term debt of the Company.

(p)No Undisclosed Liabilities,Events, or Circ*mstances. Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses (whetherliquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosedon a balance sheet of the Company or any Subsidiary (including the notes thereto) in conformity with GAAP and are not disclosed or incorporatedby reference in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries respectivebusinesses since December 31, 2023 and which, individually or in the aggregate, would not reasonably be expected to have a Material AdverseEffect. No event, liability, development or circ*mstance has occurred or exists, or is reasonably expected to occur or exist, with respectto the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (includingresults thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securitieslaws in the SEC Documents, which has not been disclosed or incorporated by reference in the SEC Documents, or (ii) would reasonably beexpected to have a Material Adverse Effect.

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(q)Indebtedness. Schedule3(q) attached hereto sets forth, as of the Subscription Date, all outstanding secured and unsecured Indebtedness of the Companyor any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement,“Indebtedness” shall mean (i) any liabilities for borrowed money or amounts owed in excess of $100,000 (otherthan trade accounts payable incurred in the ordinary course of business), (ii) all guaranties, endorsem*nts, indemnities and othercontingent obligations in respect of Indebtedness of others in excess of $100,000, whether or not the same are or should bereflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsem*nt of negotiable instrumentsfor deposit or collection or similar transactions in the ordinary course of business; and (iii) the present value of any leasepayments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth on Schedule3(q), there is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of itsSubsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant toany Bankruptcy Law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiateinvoluntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any BankruptcyLaw or any law for the relief of debtors. Upon the sale and purchase of the Purchased Securities, the Company is financially solventand is generally able to pay its debts as they become due.

(r)Title to Assets.The Company and each of its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable titleto all personal property owned by them which is material to the business of the Company, in each case free and clear of all Liens, encumbrancesand defects except such as are described or incorporated by reference in the SEC Documents or such as do not materially affect the valueof such property and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries;and any real property and buildings held under lease by the Company and its Subsidiaries are held by it under valid, subsisting and enforceableleases with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be madeof such property and buildings by the Company and its Subsidiaries, in each case except as described or incorporated by reference inthe SEC Documents.

(s)Actions Pending.There are no Actions (as defined below) pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiaryor their respective assets or properties (i) other than Actions accurately described in the SEC Documents and proceedings that wouldnot have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or on the power or ability of the Company toperform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, or (ii) that are requiredto be described in the SEC Documents and are not so described; and there are no statutes, regulations, contracts or other documentsthat are required to be described in the SEC Documents, or to be filed as exhibits to the SEC Documents, that are not so described orfiled. “Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration,mediation or inquiry, or any proceedings or investigation, by or before any Governmental Entity.

(t)Compliance with Law.The business of the Company and Subsidiaries has been and is presently being conducted in compliance with all applicable federal, state,local and foreign governmental laws, rules, regulations and ordinances, except as set forth in the SEC Documents and except for suchnon-compliance which, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of itsSubsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation of any Governmental Entityapplicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries shall conduct its businessin violation of any of the foregoing, except in all cases for any such violations which could not, individually or in the aggregate,have a Material Adverse Effect.

(u)CertainFees. Except as described in the SEC Documents, no brokers, finders or financial advisory fees or commissions is or shall bepayable by the Company or any Subsidiary (or any of their respective Affiliates) with respect to the transactions contemplated bythe Transaction Documents. Except as described in the SEC Documents, there are no contracts, agreements or understandings betweenthe Company and any person that would give rise to a valid claim against the Company, the Buyers or the Placement Agent for abrokerage commission, finder’s fee or other like payment in connection with the transactions contemplated by the TransactionDocuments, or, to the Company’s Knowledge, any arrangements, agreements, understandings, payments or issuance with respect tothe Company or any of its officers, directors, stockholders, partners, employees, Subsidiaries or Affiliates that may affect theFinancial Industry Regulatory Authority’s (”FINRA”) determination of the amount of compensation to bereceived by any FINRA member or person associated with any FINRA member in connection with the transactions contemplated by thisAgreement. Except as described in the SEC Documents, no “items of value” (within the meaning of FINRA Rule 5110) havebeen received, and no arrangements have been entered into for the future receipt of any items of value, from the Company or any ofits officers, directors, stockholders, partners, employees, Subsidiaries or Affiliates by any FINRA member or person associated withany FINRA member, during the period commencing 180 days immediately preceding the Subscription Date and ending on the date thisAgreement is terminated in accordance with the terms hereof, that may affect the FINRA’s determination of the amount ofcompensation to be received by any FINRA member or person associated with any FINRA member in connection with the transactionscontemplated by the Transaction Documents.

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(v)Operation of Business.

(i) TheCompany and Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizationsissued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign Governmental Entity thatare necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as currently conducted,as described in the SEC Documents (the “Permits”), except where the failure to possess, obtain or make the same wouldnot, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written noticeof any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit shall not berenewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, havea Material Adverse Effect. This Section 3(v) does not relate to environmental matters, such items being the subject of Section3(w).

(ii) Exceptas described in the SEC Documents, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patentapplications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations,Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatentedand/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”),necessary for the conduct of their respective businesses as conducted as of the Subscription Date, except to the extent that the failureto own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expectedto have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringementor conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision,would result in a Material Adverse Effect. There are no pending, or to the Company’s Knowledge, threatened judicial proceedingsor interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scopeof any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’sor any of its Subsidiaries’ Intellectual Property by virtue of any contract, license or other agreement entered into between suchPerson and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by theCompany or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice of any claim challengingthe rights of the Company or any of its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company orany of its Subsidiaries, which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

(w)Environmental Compliance.The Company and Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,pollutants or contaminants (collectively, “Environmental Laws”); (ii)have received and are in compliance withall permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businessesas described in the SEC Documents; and (iii) have not received notice of any actual or potential liability for the investigation or remediationof any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses(i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liabilityas would not, individually or in the aggregate, have a Material Adverse Effect.

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(x) MaterialAgreements. Except as set forth in the SEC Documents, neither the Company nor any Subsidiary of the Company is a party to anywritten or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, a copy of which would be requiredpursuant to the Securities Act or the Exchange Act to be filed with the SEC as an exhibit to an Annual Report on Form 10-K(collectively, “Material Agreements”). Each of the Material Agreements described in the SEC Documents filed withor furnished to the SEC conform in all material respects to the descriptions thereof contained or incorporated by reference therein.Except as set forth in the SEC Documents, the Company and each of its Subsidiaries have performed in all material respects all theobligations then required to be performed by them under the Material Agreements, have received no notice of default or an event ofdefault by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the assertion thereof, and neitherthe Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto are in defaultunder any Material Agreement now in effect, the result of which would have a Material Adverse Effect. Except as set forth in the SECDocuments, each of the Material Agreements is in full force and effect, and constitutes a legal, valid and binding obligationenforceable in accordance with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge of the Company,each other contracting party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally theenforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(y)Transactions with Affiliates.Except as set forth in the SEC Documents, none of the officers or directors of the Company and, to the Knowledge of the Company, noneof the Company’s stockholders, the officers or directors of any stockholder of the Company, or any family member or Affiliate ofany of the foregoing, has either directly or indirectly any interest in, or is a party to, any transaction that is required to be disclosedas a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

(z)Employees; Labor Laws.No material labor dispute with the employees of the Company exists, except as set forth in the SEC Documents, or, to the Knowledge ofthe Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees ofany of its principal suppliers, manufacturers or contractors that would reasonably be expected to have a Material Adverse Effect. Neitherthe Company nor any Subsidiary is in violation of or has received notice of any violation with respect to any federal or state law relatingto discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any statelaw precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which could reasonablybe expected to have a Material Adverse Effect.

(aa)Investment CompanyAct Status. The Company is not, and as a result of the consummation of the transactions contemplated by this Agreement and the applicationof the proceeds from the sale of the Securities pursuant to the Transaction Documents, shall not be, an “investment company”or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,as amended.

(bb)ERISA. To theKnowledge of the Company: (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), that is maintained, administered, or contributed to by the Company orany of its Subsidiaries (other than a Multiemployer Plan, within the meaning of Section 3(37) of ERISA) for employees or former employeesof the Company and any of its Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicablestatutes, orders, rules, and regulations, including ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);(ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred respecting any suchplan (excluding transactions effected pursuant to a statutory or administrative exemption); and (iii) for each such plan that is subjectto the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined inSection 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excludingfor these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determinedusing reasonable actuarial assumptions, other than, in the case of (i), (ii), and (iii) above, as would not reasonably be expected tohave a Material Adverse Effect.

(cc)Taxes.The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns required to be filed throughthe Subscription Date or have requested extensions thereof (except where the failure to file would not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except forcases in which the failure to file or pay would not reasonably be expected to have a Material Adverse Effect, or, except ascurrently being contested in good faith and for which reserves required by GAAP have been created in the financial statements of theCompany), and no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which have had a MaterialAdverse Effect, nor does the Company have any notice or Knowledge of any tax deficiency which could reasonably be expected to bedetermined adversely to the Company or any of its Subsidiaries and which would reasonably be expected to have a Material AdverseEffect.

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(dd) Insurance. TheCompany and Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amountsas are prudent and customary in the businesses in which the Company and Subsidiaries are engaged, including, but not limited to, directorsand officers insurance coverage. The Company has no reason to believe that it shall not be able to renew its existing insurance coverageas and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business ata cost that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken asa whole.

(ee)U.S. Real PropertyHolding Corporation. Neither the Company nor any of its Subsidiaries is, and so long as any of the Securities are held by the Buyersshall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Code.

(ff)Listing and MaintenanceRequirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company hastaken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stockunder the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such registration. Exceptas disclosed on Schedule 3(ff), the Company has not received notice from the Trading Market to the effect that the Company isnot in compliance with the listing or maintenance requirements of the Trading Market. As of the Subscription Date, the Company is incompliance with all such listing and maintenance requirements. The Common Stock is eligible for participation in The Depository TrustCompany (“DTC”) book entry system and has shares on deposit at DTC for transfer electronically to third parties viaDTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice fromDTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entryservices by DTC with respect to the Common Stock is being imposed or is contemplated.

(gg)No Unlawful Payments.Neither the Company nor any of its Subsidiaries nor any director or officer, nor, to the Knowledge of the Company, any employee, agent,representative or Affiliate of the Company, has taken within the past five (5) years any action in furtherance of an offer, payment,promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly orindirectly, to any “government official” (including any officer or employee of a government or government-owned or controlledentity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,or any political party or party official or candidate for political office) to influence official action or secure an improper advantage(to the extent acting on behalf of or providing services to the Company); and the Company and its Subsidiaries have conducted their businesseswithin the past five years in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulationimplementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December17, 1997, the U.K. Bribery Act 2010 and other applicable anti-corruption, anti-money laundering and anti-bribery laws, and have institutedand maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warrantycontained herein.

(hh) Money LaunderingLaws. The operations of the Company are and have been conducted at all times within the past five years in material compliancewith all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign TransactionsReporting Act of 1970, as amended, and the applicable anti-money laundering statutes, including but not limited to, applicablefederal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including,without limitation, 18 U.S.C. Sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money launderingprinciples or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering,of which the United States is a member and with which designation the United States representative to the group or organizationcontinues to concur, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of theforegoing, or any orders or licenses issued thereunder, of jurisdictions where the Company conducts business, the rules andregulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by anyGovernmental Entity (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or beforeany court or Governmental Entity, authority or body or any arbitrator involving the Company with respect to the Money LaunderingLaws is pending or, to the best Knowledge of the Company, threatened.

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(ii)OFAC. Neitherthe Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s Knowledge, any agent,Affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i) the subject of anysanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations SecurityCouncil, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea,Cuba, Iran, North Korea, Sudan and Syria). Neither the Company nor any of its Subsidiaries shall, directly or indirectly, use the proceedsfrom the sale of Shares under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, jointventure partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territorythat, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that shall result in a violationof Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).During the past five (5) years, neither the Company nor any of its Subsidiaries have knowingly engaged in, or are now knowingly engagedin, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is orwas the subject of Sanctions.

(jj)Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Buyers or anyof their agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublicinformation concerning the Company or any of its Subsidiaries, other than with respect to the transactions contemplated by this Agreement.The Company understands and confirms that the Buyers shall rely on the foregoing representations in effecting resales of the Securitiesunder the Registration Statement (as defined in the Registration Rights Agreement). All disclosure provided to the Buyers regarding theCompany and its Subsidiaries, their businesses and the transactions contemplated by this Agreement (including, without limitation, therepresentations and warranties of the Company contained in this Section 3) furnished in writing by or on behalf of the Companyor any of its Subsidiaries for purposes of or in connection with the transactions contemplated by this Agreement (other than forward-lookinginformation and projections and information of a general economic nature and general information about the Company’s industry),taken together, is true and correct in all material respects on the date on which such information is dated or certified, and does notcontain 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 circ*mstances under which they were made, not misleading at such time. Each press release issued by the Company orany of its Subsidiaries during the twelve (12) months preceding the Subscription Date did not, at the time of release, contain any misstatementof material fact.

(kk) Bank Holding CompanyAct. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more ofthe outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entitythat is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercisesa controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by theFederal Reserve.

(ll)ITSystems. To the Knowledge of Company, (i)(A) there has been no security breach or other compromise of any of the Company’sor its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data oftheir respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment ortechnology (collectively, “IT Systems and Data”), and (B) the Company has not been notified of, and has noknowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to theIT Systems and Data, except as would not, in the case of this clause (i), individually or in the aggregate, have a Material AdverseEffect; (ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rulesand regulations of any court or arbitrator or Governmental Entity, internal policies and contractual obligations relating to theprivacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have aMaterial Adverse Effect; and (c) the Company has implemented backup and disaster recovery technology consistent with industrystandards and practices.

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(mm)Compliance with Data Privacy Laws. The Company and Subsidiaries are, and at all prior times were, in material compliancewith all applicable state and federal data privacy and security laws and regulations, including without limitation the European UnionGeneral Data Protection Regulation (EU 2016/679) and the California Consumer Privacy Act of 2018 (collectively, the “PrivacyLaws”). To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes appropriate steps toensure compliance in all material respects with its policies and procedures relating to data privacy and security and the collection,storage, use, processing, disclosure, handling, and analysis of personal data and confidential data (the “Policies”).The Company has 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 of its Policies have been inaccurate or in violation of any applicable laws andregulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (a) has receivednotice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and theCompany has no Knowledge of any event or condition that would reasonably be expected to result in any such notice; (b) is currently conductingor paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (c) isa party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(nn) Stock Option Plans.Each stock Option granted by the Company was granted (a) in accordance with the terms of the applicable stock Option plan of the Companyand (b) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock Option would be consideredgranted under GAAP and applicable law. No stock Option granted under the Company’s stock Option plan has been backdated. The Companyhas not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock Options priorto, or otherwise knowingly coordinate the grant of stock Options with, the release or other public announcement of material informationregarding the Company or its Subsidiaries or their financial results or prospects.

(oo) Manipulation of Price.Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company, no Person acting on theirbehalf has, (a) taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization or manipulationof the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to causeor result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resaleof any of the Securities, or (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities.Neither the Company nor any of its officers, directors or Affiliates shall during the term of this Agreement, and, to the Knowledge ofthe Company, no Person acting on their behalf shall during the term of this Agreement, take any of the actions referred to in the immediatelypreceding sentence.

(pp) Disclosure.The Company confirms that neither it nor, to its Knowledge, any Person acting on its behalf, has provided any of the Buyers or theiragents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-publicinformation concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by thisAgreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on theforegoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regardingthe Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to thisAgreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untruestatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the lightof the circ*mstances under which they were made, not misleading. All of the written information furnished after the SubscriptionDate by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement andthe other Transaction Documents, taken as a whole, shall be true and correct in all material respects as of the date on which suchinformation is so provided and shall not contain any untrue statement of a material fact or omit to state any material factnecessary in order to make the statements made therein, in the light of the circ*mstances under which they were made, notmisleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding theSubscription Date did not at the time of release contain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary in order to make the statements therein, in the light of the circ*mstances under whichthey are made, not misleading. No event or circ*mstance has occurred or information exists with respect to the Company or any of itsSubsidiaries 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 SubscriptionDate or announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that havebeen prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faithbased upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to eachBuyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections orforecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financialprojections or forecasts may differ from the projected or forecasted results).

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

(rr)Other Covered Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will bepaid (directly or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any RegulationD Securities.

(ss)Ranking of Purchased Securities. No Indebtedness of the Company, at the Closing, shall be senior to, or pari passuwith, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolutionor otherwise.

(tt)Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) followingthe public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of theBuyers 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 “derivative” securities based on securities issued by the Company or to hold any of theSecurities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyeris a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established priorto such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed tohave any affiliation with or control over any arm’s-length counterparty in any “derivative” transaction; and (iv) eachBuyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion 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 ofthe Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated bythe Transaction Documents pursuant to the Press Release and/or, the 8-K Filing (as defined below), as applicable, one or more Buyers mayengage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of CommonStock) at various times during the period that the Securities are outstanding, including, without limitation, during the periods thatthe value and/or number of the Conversion Shares deliverable with respect to the Securities are being determined and such hedging and/ortrading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, canreduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or tradingactivities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitutea breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed in connection herewith or therewith.

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(a) BestEfforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied byit as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunderand conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b) FormD and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a copythereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shallreasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closingpursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtainan exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the ClosingDate. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reportsrelating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicablefederal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal,state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

(c) ReportingStatus. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”),the Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminateits status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunderwould no longer require or otherwise permit such termination. From the time Form S-3 is available to the Company for the registrationof the Registrable Securities, the Company shall take all actions necessary to maintain its eligibility to register the Registrable Securitiesfor resale by the Buyers on Form S-3.

(d) Useof Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes and to repay that Indebtednessof the Company set forth on Schedule 3(q) attached hereto, but not, directly or indirectly, for (i) the redemption or repurchaseof any securities of the Company or any of its Subsidiaries, or (ii) the settlement of any outstanding litigation.

(e) FinancialInformation. The Company agrees to send the following to each Buyer during the Reporting Period (i) unless the following are filedwith the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereofwith the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balancesheets, income statements, shareholders’ equity statements and/or cash flow statements for any period other than annual, any CurrentReports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities 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 itsSubsidiaries, and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made availableor given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(f) Listing.The Company shall use its reasonable best efforts to maintain the Common Stock’s listing or authorization for quotation (as thecase may be) on the Trading Market, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Marketor the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shalltake 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).

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(g) Fees. TheCompany shall reimburse the lead Buyer for all costs and expenses incurred by it or its affiliates in connection with thepreparation, structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents(including, without limitation, as applicable, all reasonable legal fees of Stradling Yocca Carlson & Rauth, P.C.(“Stradling”), counsel to the lead Buyer, any other reasonable and documented fees and expenses in connectionwith the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and duediligence and regulatory filings in connection therewith) (collectively, the “Transaction Expenses”), the sum ofwhich shall be withheld by the lead Buyer from the Purchase Price, less any amount previously paid by the Company to the lead Buyerfor Transaction Expenses; provided, that the Company shall promptly reimburse Stradling on demand for all TransactionExpenses not so reimbursed through such withholding at the Closing. The Company shall be responsible for the payment of anyPlacement Agent fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (otherthan for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, withoutlimitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connectionwith the transactions contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability,loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connectionwith any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to thisAgreement shall bear its own expenses in connection with the sale of the Purchased Securities to the Buyers.

(h) Pledgeof Securities. Notwithstanding anything to the contrary contained in this Agreement but pursuant to and in compliance with the SecuritiesAct and the applicable laws, the Company acknowledges and agrees that the Securities may be pledged by a Buyer in connection with a bonafide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not bedeemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be requiredto provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other TransactionDocument, including, without limitation, Section 2(g) hereof; provided that a Buyer and its pledgee shall be required tocomply 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 connectionwith a pledge of the Securities to such pledgee by a Buyer.

(i) Disclosureof Transactions and Other Material Information.

(i) Disclosureof Transaction. The Company shall, on or before 9:30 a.m., New York time, on the first (1^st) Business Day after the SubscriptionDate, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material termsof the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1^st) BusinessDay after the Subscription Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactionscontemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents(including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Warrants, and theform of the Registration Rights Agreement (including all attachments, the “8-K Filing”). From and after the filingof the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by theCompany or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactionscontemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agreesthat any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of itsSubsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers orany of their affiliates, on the other hand, shall terminate.

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(ii) Limitationson Disclosure. 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 itsSubsidiaries from and after the Subscription Date without the express prior written consent of such Buyer (which may be granted or withheldin such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any ofits Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faithjudgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the rightto make a public disclosure, in the form of a press release, public advertisem*nt or otherwise, of such breach or such material, non-publicinformation, 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 shallhave any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates,stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyerwithout such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentialitywith respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither theCompany, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactionscontemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Releaseand any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the 8-K Filing andcontemporaneously therewith, and (B) as is required by applicable law and regulations (provided that in the case of clause (A) each Buyershall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Withoutthe prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Companyshall 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 wouldotherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particularBuyer after the Subscription Date in a written definitive and binding agreement executed by the Company and such particular Buyer (itbeing understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to,or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

(iii) OtherConfidential Information. Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth in this Section4(i), and without limiting anything set forth in any other Transaction Document, at any time after the Closing Date if theCompany, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides any Buyer withmaterial non-public information relating to the Company or any of its Subsidiaries (each, the “ConfidentialInformation”), the Company shall, on or prior to the applicable Required Disclosure Date (as defined below), publiclydisclose such Confidential Information on a Current Report on Form 8-K or otherwise (each, a “Disclosure”). Fromand after such Disclosure, the Company shall have disclosed all Confidential Information provided to such Buyer by the Company orany of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactionscontemplated by the Transaction Documents. In addition, effective upon such Disclosure, the Company acknowledges and agrees that anyand all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of itsSubsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyersor any of their affiliates, on the other hand, shall terminate. In the event that the Company fails to effect such Disclosure on orprior to the Required Disclosure Date and such Buyer shall have possessed Confidential Information for at least ten (10) consecutiveTrading Days (as defined in the Notes) (each, a “Disclosure Failure”), then, as partial relief for the damages tosuch Buyer by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after such RequiredDisclosure Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay tosuch Buyer an amount in cash equal to the greater of (I) one half percent (0.5%) of the aggregate Purchase Price and (II) theapplicable Disclosure Restitution Amount (as defined below), on each of the following dates (each, a “Disclosure DelayPayment Date”): (i) on the date of such Disclosure Failure and (ii) on every thirty (30) day anniversary such DisclosureFailure until the earlier of (x) the date such Disclosure Failure is cured and (y) such time as all such non-public informationprovided to such Buyer shall cease to be Confidential Information (as evidenced by a certificate, duly executed by an authorizedofficer of the Company to the foregoing effect) (such earlier date, as applicable, a “Disclosure Cure Date”);provided that the Company shall not be liable for any payments pursuant to the foregoing in excess of six percent (6.0%) of theaggregate Purchase Price. Following the initial Disclosure Delay Payment for any particular Disclosure Failure, without limiting theforegoing, if a Disclosure Cure Date occurs prior to any thirty (30) day anniversary of such Disclosure Failure, then suchDisclosure Delay Payment (prorated for such partial month) shall be made on the second (2nd) Business Day after such Disclosure CureDate. The payments to which a Buyer shall be entitled pursuant to this Section 4(i)(iii) are referred to herein as“Disclosure Delay Payments.” In the event the Company fails to make Disclosure Delay Payments in a timely mannerin 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.

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(iv) Forthe purpose of this Agreement the following definitions shall apply:

“DisclosureFailure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as the quotient of (1) the sum of thefive (5) highest VWAPs (as defined in the Notes) of the Common Stock during the applicable Disclosure Restitution Period (as defined below),divided by (2) five (5) (such period, the “Disclosure Failure Measuring Period”). All such determinations to be appropriatelyadjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreasesor increases the Common Stock during such Disclosure Failure Measuring Period.

“DisclosureRestitution Amount” means, as of any Disclosure Delay Payment Date, the product of (1) difference of (x) the Disclosure FailureMarket Price less (y) the lowest purchase price, per share of Common Stock, of any Common Stock issued or issuable to such Buyer pursuantto this Agreement or any other Transaction Documents, multiplied by (2) ten percent (10%) of the aggregate daily dollar trading volume(as reported on Bloomberg (as defined in the Notes)) of the Common Stock on the Trading Market for each Trading Day either (x) with respectto the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required Disclosure Date through and includingthe Trading Day immediately prior to the initial Disclosure Delay Payment Date or (y) with respect to each other Disclosure Delay PaymentDate, during the period commencing the immediately preceding Disclosure Delay Payment Date through and including the Trading Day immediatelyprior to such applicable Disclosure Delay Payment Date (such applicable period, the “Disclosure Restitution Period”).

“RequiredDisclosure Date” means (1) if such Buyer authorized the delivery of such Confidential Information, either (x) if the Companyand 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 (y) otherwise, the seventh (7^th) calendar day after the date such Buyer first received any ConfidentialInformation, or (2) if such Buyer did not authorize the delivery of such Confidential Information, the first (1^st) BusinessDay after such Buyer’s receipt of such Confidential Information.

(j) AdditionalRegistration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statementis not effective or the prospectus contained therein is not available for use, the Company shall not file a registration statement oran offering statement under the Securities Act relating to securities that are not the Registrable Securities (other than a registrationstatement already filed and pending with the Commission, or a registration statement on Form S-8, or such supplements or amendments toregistration statements that are outstanding and have been declared effective by the SEC as of the Subscription Date (solely to the extentnecessary to keep such registration statements effective and available and not with respect to any Subsequent Placement (as defined below)).“Applicable Date” means the earlier of (i) the first date on which the resale by the Buyers of all the RegistrableSecurities required to be filed on the initial Registration Statement pursuant to the Registration Rights Agreement is declared effectiveby the SEC (and each prospectus contained therein is available for use on such date) or (ii) the first date on which all of the RegistrableSecurities are eligible to be resold by the Buyers pursuant to Rule 144.

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(k) AdditionalIssuance of Securities. So long as any Buyer beneficially owns any Securities, the Company shall not, without the prior writtenconsent of the Required Holders (as defined below), issue any Purchased Securities (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 Purchased Securities. Unlessotherwise agreed upon in writing by the Required Holders, for the period commencing on the Subscription Date and ending on the dateimmediately following the ninetieth (90^th) Trading Day after the Applicable Date (provided that such period shall beextended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which anyRegistration Statement is not effective or any prospectus contained therein is not available for use) (the “RestrictedPeriod”), the Company shall not directly or indirectly issue, offer, sell, grant any Option or right to purchase, orotherwise dispose of, or announce any issuance, offer, sale, grant of any Option or right to purchase, or other disposition of, anyequity security or any equity-linked or related security, including, without limitation, any “equity security” (as thatterm is defined under Rule 405 promulgated under the Securities Act), any stock or other security (other than Options) that is, atany time and under any circ*mstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwiseentitles the holder thereof to acquire, any shares of Common Stock (collectively, “Convertible Securities”), anydebt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement, whetheroccurring during the Restricted Period or at any time thereafter, is referred to as a “Subsequent Placement”).Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock orstandard Options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant toan Approved Stock Plan (as defined below), provided that (A) all such issuances (taking into account the shares of Common Stockissuable upon exercise of such Options) after the Subscription Date pursuant to this clause do not, in the aggregate, exceed tenpercent (10%) of the Common Stock issued and outstanding immediately prior to the Subscription Date, and (B) the exercise price ofany such Options is not lowered, none of such Options are amended to increase the number of shares issuable thereunder and none ofthe terms or conditions of any such Options are otherwise materially changed in any manner that adversely affects any of the Buyers;(ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or Options (other than standard Optionsto purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to theSubscription Date, provided that the conversion, exercise, or other method of issuance (as the case may be) of any such ConvertibleSecurity or Option is made solely pursuant to the conversion, exercise, or other method of issuance (as the case may be) provisionsof such Convertible Security or Option that were in effect on the date immediately prior to the Subscription Date, the conversion,exercise, or issuance price of any such Convertible Securities or Options (other than standard Options to purchase Common Stockissued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securitiesor Options (other than standard Options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered byclause (i) above) are amended to increase the number of shares issuable thereunder, and none of the terms or conditions of any suchConvertible Securities or Options (other than standard Options to purchase Common Stock issued pursuant to an Approved Stock Planthat 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) Permitted Convertible Notes; and (v) securities issued pursuant to acquisitions, divestitures, licenses,partnerships, collaborations, or strategic transactions approved by the Company’s board of directors or a majority of themembers of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships,collaborations, or strategic transactions can have a Variable Rate Transaction (as defined below) component, provided that any suchissuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operatingcompany or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefitsin addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily forthe purpose of raising capital or to an entity whose primary business is investing in securities (each of the foregoing in clauses(i) through (v), collectively the “Excluded Securities”). “Approved Stock Plan” means anystock incentive plan or other employee benefit plan which has been approved by the board of directors of the Company prior to orsubsequent to the Subscription Date, which provides for the grant of equity awards to any employee, officer or director for servicesprovided to the Company in their capacity as such. “Variable Rate Transaction” means a transaction in which theCompany or any Subsidiary (A) issues or sells any Convertible Securities or Options either (1) at a conversion, exercise, orexchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of CommonStock at any time after the initial issuance of such Convertible Securities or Options, or (2) with a conversion, exercise, orexchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities orOptions or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company orthe market for the Common Stock, other than pursuant to a customary anti-dilution provision, or (B) enters into any agreement(including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or anySubsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or“participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and itsSubsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(l) Reservation ofShares. So long as any of the Purchased Securities remain outstanding, the Company shall take all action necessary to at alltimes have authorized, and reserved for the purpose of issuance, no less than the Required Reserve Amount; provided that atno time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other thanproportionally in connection with any conversion and/or redemption, as applicable, of Notes or exercise of the Warrants. If at anytime the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required ReserveAmount, the Company shall 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’sobligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholderapproval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increasein the authorized shares of the Company to ensure that the number of authorized shares of Common Stock is sufficient to meet theRequired Reserve Amount.

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(m) Conductof Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulationof 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.

(n) VariableSecurities. During the period beginning on the Closing Date and ending on the later of (x) the first (1^st ) anniversaryof the Closing Date or (y) the date when no Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effectingor entering into an agreement to affect any Subsequent Placement involving a Variable Rate Transaction.

(o) ParticipationRight. At any time on or prior to the first (1^st ) anniversary of the Closing Date, neither the Company nor any of itsSubsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section4(o).The Company acknowledges and agrees that the right set forth in this Section4(o) is a right granted by the Company, separately,to each Buyer.

(i) Atleast three (3) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a writtennotice (each such notice, a “Pre-Notice”), 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-publicinformation, a statement asking whether the Buyer is willing to accept material non-public information or (B) if the proposed Offer Noticedoes not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a SubsequentPlacement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statementinforming such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement uponits written request. Upon the written request of a Buyer within one (1) Trading Day after the Company’s delivery to such Buyer ofsuch Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day aftersuch request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intendedissuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and otherterms 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’s pro rata portion oftwenty five percent (25%) of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the rightto subscribe for under this Section 4(o) shall be (x) based on such Buyer’s pro rata portion of the aggregate original principalamount of the Purchased Securities purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect toeach Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amountsof other Buyers as such Buyer shall indicate it shall purchase or acquire should the other Buyers subscribe for less than their BasicAmounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunityto subscribe for any remaining Undersubscription Amount.

(ii) To acceptan Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the first (1st) BusinessDay after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of suchBuyer’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 “Notice ofAcceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, theneach Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition tothe Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the UndersubscriptionAmounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the“Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall beentitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to thetotal Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to theextent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms andconditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice andthe Offer Period shall expire on the first (1st) Business Day after such Buyer’s receipt of such new Offer Notice.

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(iii) TheCompany shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or anypart of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described inthe Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interestrates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the OfferNotice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of thetransactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, whichshall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated thereinfiled as exhibits thereto.

(iv) Inthe 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 specifiedin Section4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptanceor reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less thanthe number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section4(o)(ii) above multipliedby 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 Section4(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 reducethe number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more thanthe reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordancewith Section4(o)(i) above.

(v) Uponthe 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 reducedpursuant to Section4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. Thepurchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company andsuch Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to suchBuyer and its counsel.

(vi) AnyOffered Securities not acquired by a Buyer or other Persons in accordance with this Section4(o) may not be issued, sold orexchanged until they are again offered to such Buyer under the procedures specified in this Agreement

(vii) TheCompany and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement withrespect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securitiesof 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 connectionwith, any agreement previously entered into with the Company or any instrument received from the Company, and (y) any registration rightsset forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in theRegistration Rights Agreement.

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(viii) Notwithstandinganything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm inwriting to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose itsintention 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^th) Business Day following delivery of the Offer Notice. If by such fifth (5^th)Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regardingthe abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and suchBuyer shall not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Shouldthe Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with anotherOffer Notice and such Buyer shall again have the right of participation set forth in this Section 4(o). The Company shall not be permittedto deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentenceof Section 4(o)(ii).

(ix) Therestrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Companyshall not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not provided toall.

(p) DilutiveIssuances. So long as any Purchased Securities are outstanding, the Company shall not, in any manner, enter into or affect any DilutiveIssuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversionof any Notes or exercise of any Warrants any shares of Common Stock in excess of that number of shares of Common Stock which the Companymay issue upon conversion of the Notes or exercise of the Warrants without breaching the Company’s obligations under the rules orregulations of the Trading Market.

(q) PassiveForeign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaningof Section 1297 of the Code.

(r) Restrictionon Redemption and Cash Dividends. So long as any Purchased Securities 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 consentof the Buyers.

(s) CorporateExistence. So long as any Buyer beneficially owns any Purchased Securities, 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 forthin the Notes.

(t) StockSplits. Until the Purchased Securities and all Conversion Shares issued pursuant to the terms thereof are no longer outstanding, theCompany shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosurewith respect to any of the foregoing) without the prior written consent of the Required Holders, unless the same is essential to maintainCompany’s listing of its Common Stock on the Trading Market(s).

(u) ConversionProcedures. The form of Conversion Notice (as defined in the Notes) included in the Purchased Securities sets forth the totality ofthe procedures required of the Buyers in order to convert or exercise the Purchased Securities. Except as provided in Section 5(d),no additional legal opinion, other information or instructions shall be required of the Buyers to convert or exercise their PurchasedSecurities. The Company shall honor conversions or exercises of the Purchased Securities and shall deliver the Conversion Shares in accordancewith the terms, conditions and time periods set forth in the Purchased Securities.

(v) RegulationM. The Company shall not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution ofthe Securities contemplated hereby.

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(w) GeneralSolicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the Securities Act) or any personacting on behalf of the Company or such affiliate shall solicit any offer to buy or offer or sell the Securities by means of anyform of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisem*nt, 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.

(x) Integration.None of the Company, its Subsidiaries, or any of their respective Affiliates, nor any Person acting on their behalf shall sell, offerfor sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which shall beintegrated with the sale of the Securities in a manner which would require the registration of the Securities under the Securities Actor require stockholder approval under the rules and regulations of the Trading Market and the Company shall take all action that is appropriateor necessary to assure that its offerings of other securities shall not be integrated for purposes of the Securities Act or the rulesand regulations of the Trading Market, with the issuance of Securities contemplated hereby.

(y) Noticeof Disqualification Events. The Company shall notify the Buyers in writing, prior to the Closing Date of (i) any DisqualificationEvent relating to any Issuer Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Eventrelating to any Issuer Covered Person.

(z) Compliancewith Rules of Trading Market.

(i) ExchangeCap. Subject to Section 4(z)(ii) and (iii), the Company shall not issue or sell any shares of Common Stock to the Buyersupon conversion or exercise of any Purchased Security if, to the extent that after giving effect thereto, the aggregate number of sharesof Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 16,007,325 commonstock (such number of shares equal to 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the SubscriptionDate), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuablepursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement underapplicable rules of the Trading Market (such maximum number of shares, the “Exchange Cap” and such limitation on theCompany’s issuance of shares to the Buyers, the “Exchange Cap Limitation”).

(ii) ExchangeCap Allocation. Until Stockholder Approval (as defined below) is obtained, the Company shall issue the Buyers in the aggregate, uponconversion or exercise of any of the Purchased Securities, Conversion Shares in an amount no greater than the product of (A) the ExchangeCap as of the Subscription Date multiplied by (B) the quotient of (1) the aggregate number of shares of Common Stock initially exercisablepursuant to the Purchased Securities held by such Buyer without regard for any limitations on exercise set forth therein (as measuredas of the Closing Date) divided by (2) the aggregate number of shares of Common Stock initially exercisable pursuant to the PurchasedSecurities held by all Buyers without regard to any limitations on exercise set forth therein (as measured as of the Closing Date) (withrespect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transferany of such Buyer’s Purchased Securities, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange CapAllocation with respect to such portion of such Purchased Securities so transferred, and the restrictions of the prior sentence shallapply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion orexercise in full of the Purchased Securities, the difference (if any) between such Buyer’s Exchange Cap Allocation and the numberof shares of Common Stock actually issued to such Buyer upon such Buyer’s conversion or exercise in full of such Purchased Securitiesshall be allocated to the respective Exchange Cap Allocations of the remaining Buyers on a pro rata basis in proportion to the sharesof Common Stock underlying the Purchased Securities then held by each such Buyer.

(iii) StockholderApproval. As soon as practicable after the Subscription Date, but in any event no later than one hundred twenty (120) daysthereafter, the Company shall hold a meeting of its stockholders to seek approval of a waiver of the Exchange Cap and, if needed, anincrease in the authorized number of shares of Common Stock to ensure that the number of authorized shares is sufficient to meet theRequired Reserve Amount (approval of all such proposals, the “Stockholder Approval”). In connection with suchmeeting, the Company shall provide each stockholder of the Company with a proxy statement in compliance with applicable SEC rulesand regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommendto the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing sharesof Common Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation andthe Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing anddelivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that isdetermined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the “Exchange Cap ExcessShares”), the Company shall pay cash to each such Buyer the sum of (x) the product of (A) such number of Exchange CapExcess Shares and (B) the greatest Closing Sale Price (as defined in the Notes) of the Common Stock on any Trading Day during theperiod commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to suchExchange Cap Shares to the Company and ending on the date of such payment under this paragraph and (y) to the extent the Buyerpurchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer ofExchange Cap Excess Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Buyer incurred in connectiontherewith. For the avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the Exchange Capshall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of thisAgreement.

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(iv) At-MarketTransaction. Notwithstanding Section 4(z)(i) and (iii) above, the Exchange Cap Limitation shall not apply for any purposesof this Agreement and the transactions contemplated hereby to the extent that (and only for so long as) the Average Price (as definedbelow) shall equal or exceed the Minimum Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shallbe applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement,unless Stockholder Approval is obtained). “Average Price” means a price per share of Common Stock (rounded to the nearesttenth of a cent) equal to the quotient obtained by dividing (A) the aggregate gross purchase price paid by the Buyers for the PurchasedSecurities purchased pursuant to this Agreement, by (B) the aggregate number of Conversion Shares issued pursuant to this Agreement. “MinimumPrice” means $0.351, representing the lower of (1) the Nasdaq official closing price of the Common Stock on the Trading Market(as reflected on Nasdaq.com) on the Trading Day immediately prior to the Subscription Date, or (2) the average Nasdaq official closingprice of the Common Stock on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the TradingDay immediately prior to the Subscription Date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stocksplit, reverse stock split or other similar transaction that occurs on or after the Subscription Date).

(v) General.The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or sale would reasonably beexpected to result in (A) violation of the Securities Act or (B) breach of the rules of the Trading Market. The provisions of this Section4(z) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 4(z) only if necessaryto ensure compliance with the Securities Act and the applicable rules of the Trading Market. The limitations contained in this Section4(z) may not be waived by the Company or any Buyer.

(aa) ClosingDocuments. On or prior to fourteen (14) calendar days after the Closing Date, the Company shall deliver, or cause to bedelivered, to each Buyer and Stradling a complete closing set of the executed Transaction Documents, Securities and any otherdocument required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(bb) NoDefenses. The Company has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims,actions or causes of action of any kind or nature whatsoever against a Buyer, directly or indirectly, arising out of, based upon, orin any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken,permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordancewith, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses,affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist orexisted, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. TheCompany hereby acknowledges and agrees that the execution of this Agreement by a Buyer shall not constitute an acknowledgment of oradmission by a Buyer of the existence of any claims or of liability for any matter or precedent upon which any claim or liabilitymay be asserted.

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(a) Register.The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by noticeto each holder of Securities), a register for the Purchased Securities in which the Company shall record the name and address of the Personin whose name the Purchased Securities have been issued (including the name and address of each transferee), the principal amount of thePurchased Securities held by such Person and the number of Conversion Shares issuable pursuant to the terms of the Purchased Securities.The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b) TransferAgent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable,the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”)to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respectivenominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion or exerciseof the Purchased Securities. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructionsreferred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, shall be given bythe Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on thebooks and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyereffects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transferand shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts atDTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that suchsale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statementor 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 5(d). The Company acknowledges that a breach by it of its obligationshereunder shall cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligationsunder this Section 5(b) shall be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisionsof this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunctionrestraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bondor other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable TransferAgent Instructions to the Company’s transfer agent on each Subscription 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 theremoval of any legends on any of the Securities shall be borne by the Company.

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(c) Legends.Each Buyer understands that the Securities have been issued (or shall be issued in the case of the Conversion Shares) pursuant to an exemptionfrom registration or qualification under the Securities Act and applicable state securities laws, and except as set forth below, the Securitiesshall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the followingform (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THISCERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENTFOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THECOMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD ORELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGEDIN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d) Removalof Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) aboveor any other legend (i) while a Registration Statement covering the resale of such Securities is effective under the Securities Act, (ii)following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if suchSecurities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the Company with reasonableassurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’scounsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer providesthe Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transferof the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is notrequired under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations andpronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) TradingDays (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement ofa trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following thedelivery 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 5(d), as directed by suchBuyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program(“FAST”) and such Securities are Conversion Shares, credit the aggregate number of shares of Common Stock to whichsuch Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its DWAC system or (B) ifthe Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, acertificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer orits designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’sdesignee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the“Required Delivery Date,” and the date such shares of Common Stock are actually delivered without restrictive legendto such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shallbe responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respectto any Securities in accordance herewith.

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(e) Failure to TimelyDeliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to aBuyer (or its designee) by the Required Delivery Date, either (i) if the Transfer Agent is not participating in FAST, a certificatefor the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s shareregister or, if the Transfer Agent is participating in FAST, to credit the balance account of such Buyer or such Buyer’sdesignee with DTC for such number of Conversion Shares 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 submitted for legend removal by such Buyerpursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of suchUnavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration RightsAgreement, to notify such Buyer and deliver the Conversion Shares electronically without any restrictive legend by crediting suchaggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to suchBuyer’s or its designee’s balance account with DTC through its DWAC system (the event described in the immediatelyforegoing clause (ii) is hereinafter referred as a “Notice Failure” and together with the event described inclause (i) above, a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, theCompany shall pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equalto two percent (2%) of the product of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior tothe Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyerin writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of theapplicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to theRequired Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver acertificate to a Buyer and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent isparticipating in FAST, credit the balance account of such Buyer or such Buyer’s designee with DTC for the number of shares ofCommon Stock to which such Buyer submitted for legend removal by such Buyer pursuant to Section 5(d) above (ii) below or (II) aNotice Failure occurs, and if on or after such Trading Day such Buyer purchases (in an open market transaction or otherwise) sharesof Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock submitted for legend removal by suchBuyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company (a “Buy-In”),then the Company shall, within one (1) Trading Day after such Buyer’s request and in such Buyer’s discretion, either (i)pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and otherout-of-pocket expenses, if any, for the shares of Common Stock so purchased) (the “Buy-In Price”), at which pointthe Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and suchshares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or creditthe balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock thatwould have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amountequal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Companywas required to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price of the CommonStock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicableConversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’sright to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree ofspecific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificatesrepresenting shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the termshereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer withrespect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by suchBuyer.

(f) FASTCompliance. While any Purchased Securities remain outstanding, the Company shall maintain a transfer agent that participates in theDTC Fast Automated Securities Transfer Program.

The obligation of the Companyhereunder to issue and sell the Purchased Securities to each Buyer at the Closing is subject to the satisfaction, at or before the ClosingDate, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived bythe Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(a) SuchBuyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(b) SuchBuyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheldpursuant to Section 4(g)) for the Purchased Securities being purchased by such Buyer at the Closing by wire transfer of immediatelyavailable funds in accordance with the Flow of Funds Letter.

(c) Therepresentations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of theClosing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, whichshall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respectswith the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer ator prior to the Closing Date.

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The obligation of each Buyerhereunder to purchase its Purchased Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each ofthe following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at anytime in its sole discretion by providing the Company with prior written notice thereof:

(a) The Company shall haveduly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executedand delivered to such Buyer a Note in such original principal amount as is set forth across from such Buyer’s name in column (3)of the Schedule of Buyers attached hereto.

(b) SuchBuyer shall have received the opinion of Sichenzia Ross Ference Carmel LLP, the Company’s counsel, dated as of the Closing Date,in the form acceptable to such Buyer.

(c) TheCompany shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(d) TheCompany shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’sjurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date withinten (10) days of the Closing Date.

(e) TheCompany shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and goodstanding issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conductsbusiness and is required to so qualify, as of a date within ten (10) days of the Closing Date where failure to so qualify would resultin a Material Adverse Effect.

(f) TheCompany shall have delivered to such Buyer a certified copy of the Charter as certified by the Delaware Secretary of State within ten(10) days of the Closing Date.

(g) TheCompany shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Companyand dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s boardof directors in a form reasonably acceptable to such Buyer, (ii) the Charter of the Company and (iii) the Bylaws of the Company, eachas in effect at the Closing.

(h) Eachand every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date asthough originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true andcorrect as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreementsand conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall havereceived a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effectand as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(i) TheCompany shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of CommonStock outstanding on the Closing Date immediately prior to the Closing.

(j) TheCommon Stock (i) shall be designated for quotation or listed (as applicable) on the Trading Market, and (ii) shall not have been suspended,as of the Closing Date, by the SEC or the Trading Market from trading on the Trading Market nor shall suspension by the SEC or the TradingMarket have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Trading Market except as set forth on Schedule3(ff), or (B) by falling below the minimum maintenance requirements of the Trading Market except as set forth on Schedule 3(ff).

(k) TheCompany shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of theSecurities, including without limitation, those required by the Trading Market, if any.

(l) The Company shallhave delivered to such Buyer a voting agreement executed by Alternus Energy Group Plc (the “Voting Agreement”),which is, as of the Subscription Date, a beneficial owner of at least ten percent (10%) of the Company’s outstanding votingequity securities, calculated on the basis of voting power, pursuant to which each such beneficial owner shall agree to vote infavor of each proposal included by the Company in a proxy statement which seeks (i) a waiver of the Exchange Cap, or (ii) approvalany related increase in the authorized number of shares of Common Stock to ensure the number of authorized shares of Common Stock issufficient to meet the Required Reserve Amount.¹

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(m) Nostatute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed byany court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated bythe Transaction Documents.

(n) Sincethe date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a MaterialAdverse Effect.

(o) TheCompany shall have obtained approval of the Trading Market to list or designate for quotation (as the case may be) the Conversion Shares.

(p) SuchBuyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, settingforth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).²

(q) TheCompany shall have (i) timely filed a listing of additional shares notification that it filed with the Trading Market in connection withthe issuance of the Securities, a copy of which shall be provided to such Buyer promptly upon filing with the Trading Market, and (ii)received no objection from the Trading Market with respect to such notification or the issuance of the Securities and other matters describedtherein, satisfactory evidence of which determination shall have been provided to such Buyer.

(r) TheCompany and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactionscontemplated by this Agreement as such Buyer or its counsel may reasonably request.

In the event that the Closingshall not have occurred with respect to a Buyer within five (5) days of the Subscription Date, then such Buyer shall have the right toterminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date withoutliability of such Buyer to any other party; provided that (i) the right to terminate this Agreement under this Section 8 shallnot be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such dateis the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Purchased Securitiesshall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligationof the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing containedin this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisionsof this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other partyof its obligations under this Agreement or the other Transaction Documents.

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(a) Governing Law;Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreementshall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of lawprovision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of anyjurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the stateand federal courts sitting in the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith orunder 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 anysuch court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action orproceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in anysuch suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreementand agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall bedeemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any otherjurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor ofsuch Buyer. The Company (on behalf of itself and each of its Subsidiaries) hereby appoints Sichenzia Ross Ference Carmel LLP, legalcounsel to the Company, as its agent for service of process in New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAYHAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTIONDOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATEDHEREBY OR THEREBY.

(b) Counterparts.This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement andshall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signatureis delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signaturepage, 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.

(c) Headings;Gender. 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 “including,” “includes,” “include” and wordsof like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision inwhich they are found.

(d) Severability;Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceableby a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amendedto apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shallnot affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, withoutmaterial change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceabilityof the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties orthe practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faithnegotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes asclose as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary containedin this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is theintention of the Parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case maybe), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that wouldbe characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if anyobligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determinedto be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistakeof such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximumamount 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 wouldconstitute 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 ofthe Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term tootherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

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(e) EntireAgreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and theretoand 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 withrespect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other TransactionDocuments, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entireunderstanding of the Parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in thisAgreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has enteredinto with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the Subscription Date withrespect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligationsof the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered intoprior to the Subscription Date between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyerreceived from the Company and/or any of its Subsidiaries prior to the Subscription Date, and all such agreements and instruments shallcontinue 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. Noprovision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders, andany amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding onall Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) appliesto less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without suchBuyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effectiveunless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waiveany provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to theextent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itselfonly) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted orwithheld in such Buyer’s sole discretion). No consideration (other than reimbursem*nt of legal fees) shall be offered or paid toany Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same considerationalso is offered to all of the parties to the Transaction Documents, all holders of the Purchased Securities. From the Subscription Dateand while any Purchased Securities are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or aholder of Purchased Securities that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, inducethe Company or any Subsidiary (i) to treat such Buyer or holder of Purchased Securities in a manner that is more favorable than to othersimilarly situated Buyers or holders of Purchased Securities, as applicable, or (ii) to treat any Buyer(s) or holder(s) of Purchased Securitiesin a manner that is less favorable than the Buyer or holder of Purchased Securities 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 ofthe Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any Buyers relatingto 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 orpromise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement foreach Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation orinquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shallmodify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreementor any other Transaction Document, nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, orshall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in thisAgreement or any other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each Buyer entitledto purchase Purchased Securities at the Closing and (II) on or after the Closing Date, holders of a majority of the Registrable Securitiesas of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as of such time) issued or issuablehereunder or pursuant to the Purchased Securities.

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(f) Notices.Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be inwriting and shall be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or electronicmail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party doesnot receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to suchrecipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,properly addressed to the party to receive the same. The addresses, telephone numbers and e-mail addresses for such communications shallbe:

If to theCompany:

Alternus Clean Energy, Inc.

360 Kingsley Park Drive, Suite 250

Fort Mill, South Carolina 29715

Attention: Tali Durant, CLO

Telephone: 803-280-1468

Email: td@alternusenergy.com

With a copy (which shall not constitute notice)to:

Sichenzia Ross Ference CarmelLLP

1185 Avenue of the Americas, 31^stFloor

New York, NY 10036

Telephone number: 212-658-0458

Attention: Ross Carmel, Esq.

Email: rcarmel@srfc.law

If to the Transfer Agent:

Equiniti Trust Company, LLC

55 Challenger Road, 2^nd Floor

Ridgefield Park, New Jersey 07660

Attention: Transfer Department

Email: yogita.ramnarayan@equiniti.com

If to a Buyer, to its addressand e-mail address set forth on the Schedule of Buyers, with a copy of any notice sent to the lead Buyer (which copy shall not constitutenotice) to:

Stradling Yocca Carlson & Rauth LLP

660 Newport Center Drive, Suite 1600

Newport Beach, CA 92660
Attention: Ryan C. Wilkins, Esq.

Telephone: (949) 725-4015

or to such other address or e-mail address and/orto the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days priorto the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or othercommunication, (B) electronically generated by the sender’s e-mail containing the time, date, and recipient email address, or (C)provided by an overnight courier service shall be rebuttable evidence of personal service.

(g) Successors andAssigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors andassigns, including any purchasers of any of the Purchased Securities. The Company shall not assign this Agreement or any rights orobligations hereunder without the prior written consent of the Required Holders, including, without limitation, by way of aFundamental Transaction (as defined in the Notes) (unless the Company is in compliance with the applicable provisions governingFundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights hereunder in connection with anytransfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyerhereunder with respect to such assigned rights.

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(h) NoThird-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective permitted successors andassigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referredto in Section 9(k).

(i) Survival.The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its ownrepresentations, warranties, agreements and covenants hereunder.

(j) FurtherAssurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall executeand deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order tocarry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification.In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder andin addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnifyand 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’ agents or other representatives (including, withoutlimitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expensesin connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),and including reasonable attorneys’ fees and disbursem*nts (unless such action is solely based upon a material breach of such Indemnitee’srepresentations, warranties, or covenants under the Transaction Documents or any agreements or understandings such Indemnitee may havewith any such stockholder or any violations by such Indemnitee of state or federal securities laws or any conduct by such Indemnitee whichis finally judicially determined to constitute fraud, gross negligence, or willful misconduct) (the “Indemnified Liabilities”),incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representationor warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligationof the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claimbrought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Companyor any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performanceor 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 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 contemplatedby the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in anyaction or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceablefor any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilitieswhich is permissible under applicable law.

(l) Construction.The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rulesof strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicabilityof a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers inthis Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,recapitalizations or other similar transactions that occur with respect to the Common Stock after the Subscription Date.

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(m) Remedies.Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall haveall rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted atany time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having anyrights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or othersecurity), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted bylaw. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any orall of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law wouldinadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/ortemporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such casewithout the necessity of proving actual damages and without posting a bond or other security. The remedies provided in thisAgreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under thisAgreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or otherinjunctive relief).

(n) WithdrawalRight. 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 nottimely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretionfrom time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or electionin whole or in part without prejudice to its future actions and rights.

(o) PaymentSet Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the otherTransaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or theproceeds 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, receiveror any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitablecause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shallbe 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 UnitedStates Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shallbe paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amountin accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount ofcurrency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journalon the relevant date of calculation.

(p) JudgmentCurrency.

(i) Iffor the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Documentin any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in thisSection 9(p) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, theconversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(A)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 otherjurisdiction that shall give effect to such conversion being made on such date: or

(B)the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the dateas of which such conversion is made pursuant to this Section 9(p)(i)(B) being hereinafter referred to as the “JudgmentConversion Date”).

(ii) If in thecase of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(B) above, there is a change in theExchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable partyshall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at theExchange Rate prevailing on the date of payment, shall produce the amount of U.S. Dollars which could have been purchased with theamount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment ConversionDate.

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(iii) Anyamount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtainedfor any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q) IndependentNature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and notjoint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations ofany other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken byany Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do notso constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyersare 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 obligationsor the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not actingin concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplatedby the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made bysuch Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connectionwith such Buyer making its investment hereunder and that no other Buyer shall be acting as agent of such Buyer in connection with monitoringsuch Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirmsthat each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplatedhereby 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 benecessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement toeffectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decisionof any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requestedto do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other TransactionDocument is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectivelyand not between and among the Buyers.

[Signature pages follow.]

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IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the Subscription Date.

IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the Subscription Date.

Exhibit 10.2

REGISTRATION RIGHTSAGREEMENT

This REGISTRATION RIGHTSAGREEMENT (this “Agreement”), dated as of April 19, 2024, is by and among Alternus Clean Energy, Inc., a Delawarecorporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the SecuritiesPurchase Agreement (as defined below) (collectively, the “Buyers” and, together with the Company, the “Parties”and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise definedherein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.

RECITALS

A.The Company and the Buyers have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “SecuritiesPurchase Agreement”), pursuant to which, among other things, the Buyers have agreed to purchase, and the Company has agreedto issue and sell, (a) senior convertible notes in the aggregate original principal amount of up to $2,160,000, which are being issuedwith an eight percent (8.0%) original issue discount, in substantially the form attached as Exhibit A to the Securities Purchase Agreement(collectively, the “Notes”), and (b) common stock purchase warrants, which shall initially be exercisable for an aggregate2,411,088 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), in substantiallythe form attached as Exhibit C to the Securities Purchase Agreement (collectively, the “Warrants,” and together withthe Notes, the “Purchased Securities”).

B.The Purchased Securities are being offered and sold in reliance upon the exemption from securities registration afforded by Section4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

C.The Notes shall be convertible into shares of Common Stock in certain circ*mstances in accordance with the terms of the Notes atan initial Conversion Price of $0.48, subject to adjustment as set forth in the Notes (the shares of Common Stock issuable pursuant tothe terms of the Notes, the “Note Conversion Shares”).

D.The Warrants shall initially be exercisable for an aggregate of 2,411,088 shares of Common Stock (the “Warrant Shares”and, together with the Note Conversion Shares, the “Conversion Shares”) in accordance with the terms of the Warrantsat an initial Exercise Price of $0.48, subject to adjustment as set forth in the Warrants. The Notes, the Warrants, and the ConversionShares shall sometimes be collectively referred to herein as the “Securities.”

E. Pursuant to the terms of, and in consideration for the Buyers entering into, the Securities Purchase Agreement, and to induce theBuyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide the Buyers with certain resale registrationrights with respect to the Registrable Securities (as defined herein) upon the terms and subject to the conditions as set forth herein.

F.Pursuant to the Securities Purchase Agreement, the Company has agreed not to issue Conversion Shares in an aggregate amount inexcess of the Exchange Cap without obtaining Stockholder Approval.

G.The Company andcertain of its stockholders (the “Key Holders”) have entered into that certain Voting Agreement, dated as of orabout the date hereof, pursuant to which, among other things, the Key Holders have agreed, in the event the Company seeks to obtainStockholder Approval, to waive the Exchange Cap such that the Company may issue Conversion Shares in excess of the Exchange Cap inconnection with the purchase and sale of the Purchased Securities.¹

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AGREEMENT

NOW, THEREFORE, inconsideration of the representations, warranties, covenants and agreements contained herein and in the Securities Purchase Agreement,and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally boundhereby, the Company and the Buyers hereby agree as follows:

As used in this Agreement,the following terms shall have the following meanings:

(a)“Closing Date” shall mean the date of this Agreement.

(b)“Effective Date”means the date that the applicable Registration Statement has been declared effective by the SEC.

(c)“Effectiveness Deadline” means: (i) with respect to the Initial Registration Statement required to be filedpursuant to Section2(a), the sixtieth (60^th) calendar day after the day on which the Initial Registration Statementrequired to be filed by the Company pursuant to Section2(a) is initially filed with the SEC; and (ii) with respect to anySubsequent Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A)sixtieth (60^th) calendar day following the date on which such Subsequent Registration Statement was initially filed by theCompany (or the ninetieth (90^th) calendar day following the filing thereof if the SEC notifies the Company that the SEC shall“review” such Subsequent Registration Statement), and (B) the fifth (5^th) Business Day after the date on whichthe Company is notified (orally or in writing, whichever is earlier) by the SEC that such Subsequent Registration Statement shall notbe reviewed or shall not be subject to further review.

(d)“Filing Deadline”means: (i) with respect to the Initial Registration Statement required to be filed pursuant to Section2(a), the fifth (5^th)calendar day from the Closing Date; and (ii) with respect to any Subsequent Registration Statements that may be required to be filedby the Company pursuant to this Agreement, the later of (A) the thirtieth (30^th) calendar day following the receipt of writtennotice by the Company from the Buyers that substantially all of the Registrable Securities included in the Initial Registration Statementor the most recent prior Subsequent Registration Statement, as applicable, have been sold by the Buyers in non-exempt transactions underthe Securities Act, or (B) the earliest date permitted by the SEC.

(e)“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, atrust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any depar0tment or agency thereof.

(f)“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented byany prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such RegistrationStatement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporatedby reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act.

(g)“Prospectus Supplement” means any prospectus supplement to a Prospectus filed with the SEC from time to timepursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

(h)“register,” “registered,” and “registration” refer to a registration effectedby preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declarationof effectiveness of such Registration Statement(s) by the SEC.

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(i)“Registrable Securities” means the Conversion Shares and any other securities issued or issuable with respect toor in exchange for Registrable Securities, whether by merger, charter amendment, or as a result of a stock split, stock dividend,recapitalization, exchange or similar event or otherwise, provided that, a security shall cease to be a Registrable Security upon(A) sale pursuant to a Registration Statement or Rule 144, or (B) such security becoming eligible for sale without restriction onthe Buyers pursuant to Rule 144.

(j)“Registration Statement” means a registration statement or registration statements of the Company filed underthe Securities Act covering the resale by the Buyers of Registrable Securities, as such registration statement or registration statementsmay be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.Registration Statement includes the Initial Registration Statement and any Subsequent Registration Statement that may be filed pursuantto the terms of this Agreement.

(k)“Required Registration Amount” means 35,334,165 shares of Common Stock, which number of shares is equal to (i)32,923,077 shares of Common Stock, or one hundred percent (100%) of the maximum number of Conversion Shares issuable upon conversion ofthe Notes (assuming for purposes hereof that (A) the Notes are convertible at the Conversion Price Floor (as defined in the Notes) assumingan Alternate Conversion Date (as defined in the Notes) as of the Subscription Date, (B) interest on the Notes shall accrue through thefirst anniversary of the Closing Date and shall be converted in shares of Common Stock at a conversion price equal to the Conversion PriceFloor assuming an Alternate Conversion Date as of the Subscription Date, and (C) any such conversion shall not take into account any limitationson the conversion of the Notes as set forth in the Notes), and (ii) 2,411,088 shares of Common Stock, or the maximum number of WarrantShares issuable upon exercise of the Warrants.

(l)“Rule 415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended fromtime to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a delayed or continuousbasis.

(m)“SubsequentRegistration Statement” means any Registration Statement filed subsequent to the Initial Registration Statement that relatesto the registration of the Registrable Securities.

(a)MandatoryRegistration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with theSEC an initial Registration Statement on Form S-1 (or any successor form) registering the Required Registration Amount and covering theresale by the Buyers of the Conversion Shares registered thereunder (the “Initial Registration Statement”). The InitialRegistration Statement shall also cover, to the extent allowable under the Securities Act, such indeterminate number of additional sharesof Common Stock resulting from stock splits, stock dividends, reclassifications, or similar transactions with respect to the RegistrableSecurities. The Initial Registration Statement shall not include any shares of Common Stock for the account of any Person other than theBuyers without the prior written consent of the Buyers. The Initial Registration Statement shall contain the “Selling Stockholder”and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Initial RegistrationStatement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided, priorto its filing or submission, to the Buyers in accordance with Section 3(d). The Company shall use its commercially reasonable effortsto have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable following the filing thereofwith the SEC, but in no event later than the Effectiveness Deadline.

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(b)Filingand Effectiveness Failures. If (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline or theCompany files the Initial Registration Statement without affording the Buyers the opportunity to review and comment on the same asrequired by Section 3(d) herein, or (ii) the Company fails to file with the SEC a request for acceleration of a RegistrationStatement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act within five (5) Trading Days of the datethe Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement shall not be“reviewed” or shall not be subject to further review, or (iii) prior to the Effective Date of a Registration Statement,the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of suchRegistration Statement within twenty (20) calendar days after the receipt of comments by or notice from the SEC that such amendmentis required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering forresale all of the Registrable Securities is not declared effective by the SEC by the Effectiveness Deadline, or (v) after theEffective Date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as toall Registrable Securities included in such Registration Statement, or the Buyers are otherwise not permitted to utilize theProspectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregateof fifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure orbreach being referred to as an “Event,” and for purposes of clauses (i) and (iv), the date on which such Eventoccurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause(iii) the date which such twenty (20) calendar period is exceeded, and for purpose of clause (v) the date on which such ten (10) orfifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, inaddition to any other rights the Buyers may have hereunder or under applicable law, on each such Event Date and on each monthlyanniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event iscured, the Company shall pay to each Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to theproduct of two percent (2.0%) multiplied by the aggregate Subscription Amount paid by such Buyer pursuant to the Securities PurchaseAgreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days afterthe date payable, the Company shall pay interest thereon at a rate of ten percent (10%) per annum (or such lesser maximum amountthat is permitted to be paid by applicable law) to the Buyer, accruing daily from the date such partial liquidated damages are dueuntil such amounts, plus all such interest thereon, are paid in full.The partial liquidated damages pursuant to the termshereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

(c) Offering.If the Staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statementfiled pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to becomeeffective and be used for resales by the Buyers on a delayed or continuous basis under Rule 415 at then-prevailing market prices (andnot fixed prices), or if after the filing of any Registration Statement pursuant to Section2(a), the Company is otherwiserequired by the Staff or the SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Companyshall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Buyers asto the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such RegistrationStatement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effectto the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement tobecome effective and be used for resales by the Buyers on a delayed or continuous basis under Rule 415 at then-prevailing market prices(and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shallpromptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the SecuritiesAct, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at suchtime as the Staff or the SEC has made a final and non-appealable determination that the SEC shall not permit such Registration Statementto be so utilized (unless prior to such time the Company has received assurances from the Staff or the SEC that a Subsequent RegistrationStatement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securitiespursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statementswith the SEC until such time as all Registrable Securities have been included in Registration Statements that have been declared effectiveand the Prospectuses contained therein are available for use by the Buyers. Notwithstanding any provision herein or in the SecuritiesPurchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions tothe Buyers’ obligations) shall be qualified as necessary to comport with any requirement of the Staff or the SEC as addressed inthis Section2(c).

(d) RegistrableSecurities. Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i)when a Registration Statement covering such Registrable Security becomes or has been declared effective by the SEC and such RegistrableSecurity has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held bythe Company or one of its subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the date of terminationof the Securities Purchase Agreement in accordance with ArticleVIII of the Securities Purchase Agreement and (B) the first (1st)anniversary of the date of the last sale of any Registrable Securities by the Company to the Buyers pursuant to the Securities PurchaseAgreement.

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The Company shall use itscommercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of dispositionthereof, and, pursuant thereto, the Company shall have the following obligations:

(a)The Company shall promptly prepare and file with the SEC the Initial Registration Statement pursuant to Section2(a)with respect to the Required Registration Amount, and any Subsequent Registration Statement required hereunder, but in each case no eventlater than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such RegistrationStatement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadlinetherefor. The Company shall keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuantto Rule 415 for resales by the Buyers on a continuous basis at then-prevailing market prices (and not fixed prices) at all times untilthe earlier of (i) the date on which the Buyers shall have sold all of the Registrable Securities covered by such Registration Statementand (ii) the date of termination of the Securities Purchase Agreement if, as of such termination date, the Buyers holds no RegistrableSecurities (or, if applicable, the date on which such Securities cease to be Registrable Securities after the date of termination of theSecurities Purchase Agreement) (the “Registration Period”).

(b)The Company shall ensurethat, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplementsthereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such RegistrationStatement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, ornecessary to make the statements therein (in the case of Prospectuses, in the light of the circ*mstances in which they were made) notmisleading and disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all materialinformation regarding the Company and its Securities.

(c)The Company shall use its commercially reasonable efforts to prepare and file with the SEC such amendments (including, withoutlimitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with eachsuch Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessaryto keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times duringthe Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities Act withrespect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until suchtime as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Buyersas set forth in such Registration Statement. Without limiting the generality of the foregoing, the Company covenants and agrees that ator before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statementand any Subsequent Registration Statement (or any post-effective amendment thereto), the Company shall file with the SEC in accordancewith Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement(or post-effective amendment thereto). In the case of amendments and supplements to any Registration Statement on Form S-1 or Prospectusrelated thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section3(c))by reason of the Company filing a report on Form 8-K, Form 10-Q, or Form 10-K or any analogous report under the Exchange Act, the Companyshall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendmentsor supplements to the Registration Statement or Prospectus with the SEC on the same day on which the Exchange Act report is filed whichcreated the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of includingor incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including,without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the SecuritiesAct and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by theBuyers, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including,without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is requiredby the Securities Act to be delivered in connection with resales of Registrable Securities.

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(d)The Company shall (i)permit the Buyers an opportunity to review and comment upon (A) each Registration Statement at least two (2) Business Days prior to itsfiling with the SEC and (B) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectuscontained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similaror successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonablenumber of days prior to their filing with the SEC, and (ii) shall reasonably consider any comments of the Buyers on any such RegistrationStatement or amendment or supplement thereto or to any Prospectus contained therein.

(e)Without limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall promptly furnish to theBuyers, without charge, (i) after the same is prepared and filed with the SEC, at least one (1) electronic copy of each Registration Statementand any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporatedtherein by reference, if requested by the Buyers, all exhibits thereto (or such other number of copies as the Buyers may reasonably requestfrom time to time), (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included insuch Registration Statement and all amendments and supplements thereto (or such other number of copies as the Buyers may reasonably requestfrom time to time), (iii) electronic or digital copies of any correspondence from the SEC or the Staff to the Company or its representativesrelating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regardingthe Company or any of its Subsidiaries), and (iv) such other documents, including, without limitation, copies of any final Prospectusand any Prospectus Supplement thereto, as the Buyers may reasonably request from time to time in order to facilitate the disposition ofthe Registrable Securities owned by the Buyers; provided, however, the Company shall not be required to furnish any documentto the Buyers to the extent such document is available on EDGAR).

(f) The Company shallsubmit to the SEC, within two (2) Business Days after the date that the Company learns that no review of a particular RegistrationStatement shall be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the casemay be), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than three (3)Business Days after the submission of such request.

(g)Promptly after each RegistrationStatement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause its legalcounsel to deliver, to the transfer agent for such Registrable Securities (with copies to the Buyers) confirmation that such RegistrationStatement has been declared effective by the SEC in the form attached hereto as Exhibit A, or in such other form as requestedby the Company’s transfer agent.

(h)The Company shall takesuch action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification applies,the resale by the Buyers of the Registrable Securities covered by a Registration Statement under such other securities or “BlueSky” 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 maintainthe effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain suchregistrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessaryor advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shallnot be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would nototherwise be required to qualify but for this Section3(h), (B) subject itself to general taxation in any such jurisdiction,or (C) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Buyers of the receiptby the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securitiesfor sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual noticeof the initiation or threatening of any proceeding for such purpose.

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(i)The Company shall notifythe Buyers in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event, as a resultof which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omissionto state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circ*mstancesunder which they were made, not misleading (provided that in no event shall such notice contain any material, non-public informationregarding the Company or any of its Subsidiaries), and promptly prepare a supplement or amendment to such Registration Statement andsuch Prospectus contained therein to correct such untrue statement or omission and deliver one (1) electronic copy of such supplementor amendment to the Buyers (or such other number of copies as the Buyers may reasonably request). The Company shall also promptly notifythe Buyers in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a RegistrationStatement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Buyers bye-mail on the same day of such effectiveness, and by overnight delivery), and when the Company receives written notice from the SEC thata Registration Statement or any post-effective amendment shall be reviewed by the SEC, (ii) of any request by the SEC for amendmentsor supplements to a Registration Statement or related Prospectus or related information, and (iii) of the Company’s reasonabledetermination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any requestby the SEC or any other federal or state governmental authority for any additional information relating to the Buyers or the transactionscontemplated by the Transaction Documents in the Registration Statement or any amendment or supplement thereto or any related Prospectus.The Company shall respond in writing to any comments received from the SEC with respect to a Registration Statement or any amendmentthereto as promptly as reasonably practicable, but in no event later than ten (10) calendar days after the receipt of such comments byor notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective. Nothing in thisSection3(i) shall limit any obligation of the Company under the Securities Purchase Agreement.

(j)The Company shall (i)use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a RegistrationStatement 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 withdrawalof such order or suspension at the earliest possible time, and (ii) notify the Buyers of the issuance of such order and the resolutionthereof or its receipt of actual notice of the initiation or threat of any proceeding.

(k)The Company shall holdin confidence and not make any disclosure of information concerning the Buyers provided to the Company unless (i) disclosure of suchinformation is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoidor correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statementpursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court orgovernmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosurein violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure ofsuch information concerning the Buyers is sought in or by a court or governmental body of competent jurisdiction or through other means,give prompt written notice (email being sufficient) to the Buyers and allow the Buyers, at the Buyers’ expense, to undertake appropriateaction to seek prevention of disclosure of, or to seek a protective order for, such information.

(l)Without limiting any obligationof the Company under the Securities Purchase Agreement, the Company shall use its commercially reasonable efforts either to (i) causeall of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market or other market on whichthe Common Stock is then listed, (ii) secure designation and quotation of all of the Registrable Securities covered by each RegistrationStatement on another Eligible Market, or (iii)if, despite the Company’s commercially reasonable efforts to satisfy the precedingclauses (i) or (ii), the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality ofthe foregoing, use its commercially reasonable efforts to arrange for at least two (2) market makers to register with the Financial IndustryRegulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company shallreasonably cooperate with the Buyers and any Broker-Dealer through which a Buyer proposes to sell its Registrable Securities in effectinga filing with the FINRA pursuant to FINRA Rule 5110 as requested by the Buyer. The Company shall pay all fees and expenses in connectionwith satisfying its obligation under this Section3(l).

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(m)The Companyshall cooperate with the Buyers and, to the extent applicable, facilitate the timely preparation and delivery of RegistrableSecurities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in suchdenominations or amounts (as the case may be) as the Buyer may reasonably request from time to time and registered in such names asthe Buyer may request. Each Buyer hereby agrees that it shall cooperate with the Company, its counsel and transfer agent inconnection with any issuances of the DWAC Shares, and hereby represents, warrants and covenants to the Company that that it shallresell such shares only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described underthe caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicableU.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus deliveryrequirements of the Securities Act. DWAC Shares shall be free from all restrictive legends may be transmitted by the transfer agentto the Buyer by crediting an account at DTC as directed in writing by the Buyer.

(n) Upon the written requestof any Buyer, the Company shall as soon as reasonably practicable after receipt of notice from the Buyer, (i) incorporate in a ProspectusSupplement or post-effective amendment such information as the Buyer reasonably requests to be included therein relating to the saleand distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securitiesbeing offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to besold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notifiedof the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendmentsto any Registration Statement or Prospectus contained therein if reasonably requested by the Buyer.

(o)The Company shall useits commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with orapproved by such other governmental agencies or authorities in the United States as may be necessary to consummate the disposition ofsuch Registrable Securities.

(p)The Company shall makegenerally available to its security holders (which may be satisfied by making such information available on EDGAR) 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, andin the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve (12)-month period beginning not laterthan the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.

(q)The Company shall otherwiseuse its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registrationhereunder.

(r)Except as set forth onSchedule 3(r) attached hereto, neither the Company nor any of its security holders (other than the Buyers in such capacity pursuanthereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shallnot file any other Registration Statements until all Registrable Securities are registered pursuant to a Registration Statement thatis declared effective by the SEC, provided that this Section 3(r) shall not prohibit the Company from filing amendments to RegistrationStatements filed prior to the date of this Agreement so long as no new securities are registered on any such existing Registration Statements.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 impairingthe rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule3(r), neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rightswith respect to any of its securities to any Person that has not been satisfied in full.

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(a) At least five (5)Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Partiesagree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to suchRegistration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant tothis Agreement with respect to the Registrable Securities of the Buyers that each Buyer shall furnish to the Company suchinformation regarding itself, the Registrable Securities held by it and the intended method of disposition of the RegistrableSecurities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of suchRegistrable Securities and shall execute such documents in connection with such registration as the Company may reasonablyrequest.

(b) EachBuyer, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connectionwith the preparation and filing of each Registration Statement hereunder, unless the Buyer has notified the Company in writing of theBuyer’s election to exclude all of the Registrable Securities from such Registration Statement.

(c) EachBuyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i),the Buyer shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering suchRegistrable Securities until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section3(i)or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section4(c),the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the SecuritiesPurchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a contract forsale prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section3(i)and for which the Buyer has not yet settled.

(d) EachBuyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicableto it in connection with sales of Registrable Securities pursuant to a Registration Statement.

The Company shall pay allexpenses associated with the registration of the Registrable Securities, including costs to prepare the Registration Statements, filingand printing fees, fees and expenses of the Company’s counsel, accounting fees and expenses, costs associated with clearing theRegistrable Securities for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the lead Buyer,and such lead Buyer’s reasonable expenses. All registration, listing and qualification fees, printers and accounting fees incurredby the Company, and fees and disbursem*nts of counsel for the Company, shall be paid by the Company.

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(a) In the event anyRegistrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted by law, theCompany shall, and hereby does, indemnify, hold harmless and defend each Buyer, each of its respective directors, officers,shareholders, members, partners, employees, and authorized representatives, agents and financial, accounting and legal advisors (andany other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or anyother title), and each Person, if any, who controls the Buyer within the meaning of the Securities Act or the Exchange Act and eachof the directors, officers, shareholders, members, partners, employees, and authorized representatives, agents and financial,accounting and legal advisors (and any other Persons with a functionally equivalent role of a Person holding such titlesnotwithstanding the lack of such title or any other title) of such controlling Persons (each, a “Buyer Party” andcollectively, the “Buyer Parties”), against any losses, obligations, claims, damages, liabilities, contingencies,judgments, fines, penalties, charges, costs (including, without limitation, court costs, attorneys’ fees, costs of defense andinvestigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonablyincurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken fromthe foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending orthreatened, whether or not an Buyer Party is or may be a party thereto (“Indemnified Damages”), to which any ofthem 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 Statementor any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under thesecurities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue SkyFiling”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to makethe statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in anyProspectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein anymaterial fact necessary to make the statements made therein, in light of the circ*mstances under which the statements therein weremade, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).Subject to Section6(c), the Company shall reimburse the Buyer Parties, promptly as such expenses are incurred and aredue and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating ordefending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section6(a):(i) shall not apply to a Claim by an Buyer Party arising out of or based upon a Violation which occurs in reliance upon and inconformity with information furnished in writing to the Company by such Buyer Party for such Buyer Party expressly for use inconnection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof orsupplement thereto (it being hereby acknowledged and agreed that the written information set forth on ExhibitB attached hereto is the only written information furnished to the Company by or on behalf of the Buyer expressly for use in anyRegistration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Buyer to the extent such Claim isbased on a failure of the Buyer to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available bythe Company (to the extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended orsupplemented) or corrected Prospectus was timely made available by the Company pursuant to Section3(d) and then onlyif, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed; and(iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent ofthe Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effectregardless of any investigation made by or on behalf of the Buyer Party and shall survive the transfer of any of the RegistrableSecurities by the Buyer pursuant to Section9.

(b) Inconnection with any Registration Statement in which the Buyers are participating, each Buyer 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 Section6(a), the Company, each ofits directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within themeaning of the Securities Act or the Exchange Act (each, a “Company Party” and collectively, the “CompanyParties”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the ExchangeAct 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 relating to the Buyer furnishedto the Company by the Buyer expressly for use in connection with such Registration Statement, the Prospectus included therein or any ProspectusSupplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit B attached heretois the only written information furnished to the Company by or on behalf of the Buyer expressly for use in any Registration Statement,Prospectus or Prospectus Supplement); and, subject to Section6(c) and the below provisos in this Section6(b),the Buyer shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigatingor defending any such Claim; provided, however, the indemnity agreement contained in this Section6(b) and theagreement with respect to contribution contained in Section7 shall not apply to amounts paid in settlement of any Claim ifsuch settlement is effected without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed;and provided, further that the Buyer shall be liable under this Section6(b) for only that amount of a Claim or IndemnifiedDamages as does not exceed the net proceeds to the Buyer as a result of the applicable sale of Registrable Securities pursuant to suchRegistration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities by the Buyer pursuant toSection9 hereof.

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(c) Promptly afterreceipt by an Buyer Party or Company Party (as the case may be) under this Section6 of notice of the commencement ofany action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Buyer Partyor Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section6,deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right toparticipate 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 Buyer Party or theCompany Party (as the case may be); provided, however, an Buyer Party or Company Party (as the case may be) shall havethe right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) theindemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly toassume the defense of such Claim and to employ counsel reasonably satisfactory to such Buyer Party or Company Party (as the case maybe) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) includeboth such Buyer Party or Company Party (as the case may be) and the indemnifying party, and such Buyer Party or such Company 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 torepresent such Buyer Party or such Company Party and the indemnifying party (in which case, if such Buyer Party or such CompanyParty (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense ofthe indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of theindemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the case ofclause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1)separate legal counsel for all Buyer Parties or Company Parties (as the case may be). The Company Party or Buyer Party (as the casemay be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action orClaim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the CompanyParty or Buyer Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Partyor Buyer Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiationswith respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected withoutit* prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay orcondition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Buyer Party (as thecase may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as anunconditional term thereof the giving by the claimant or plaintiff to such Company Party or Buyer Party (as the case may be) of arelease from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to faulton the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a)and 6(b). Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights ofthe Company Party or Buyer Party (as the case may be) with respect to all third parties, firms or corporations relating to thematter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonabletime of the commencement of any such action shall not relieve such indemnifying party of any liability to the Buyer Party or CompanyParty (as the case may be) under this Section6, except to the extent that the indemnifying party is materially andadversely prejudiced in its ability to defend such action.

(d) NoPerson involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section11(f)of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of RegistrableSecurities who is not guilty of fraudulent misrepresentation.

(e) Theindemnification required by this Section6 shall be made by periodic payments of the amount thereof during the course of theinvestigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receivingany payment pursuant to this Section6 shall promptly reimburse the Person making such payment for the amount of such paymentto the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f) Theindemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the CompanyParty or Buyer Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuantto the law.

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To the extent anyindemnification by an indemnifying party is prohibited, limited by law, or unavailable to an indemnified party or insufficient tohold it harmless, then the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it wouldotherwise be liable under Section6 to the fullest extent permitted by law; provided, however: (i) nocontribution shall be made under circ*mstances where the maker would not have been liable for indemnification under the faultstandards set forth in Section6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities whichPerson is guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) in connection withsuch sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty offraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to theamount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such RegistrationStatement. Notwithstanding the provisions of this Section7, a Buyer shall not be required to contribute, in theaggregate, any amount in excess of the amount by which the net proceeds actually received by the Buyer from the applicable sale ofthe Registrable Securities subject to the Claim exceeds the amount of any damages the Buyer has otherwise been required to pay, orwould otherwise be required to pay under Section6(b), by reason of such untrue or alleged untrue statement or omissionor alleged omission.

With a view to making availableto the Buyers the benefits of Rule 144 (or its successor rule), the Company agrees to:

(a) useits reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144, untilthe earlier of (i) six (6) months after such date as all of the Registrable Securities may be sold without restriction by the holdersthereof pursuant to Rule 144 or any other rule of similar effect, or (ii) such date as all of the Registrable Securities shall have beenresold;

(b) useits reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under theSecurities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing hereinshall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports and other documentsis required for the applicable provisions of Rule 144;

(c) furnishto the Buyers (so long as the Buyers 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 and the Exchange Act, (ii) a copy of the mostrecent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC if such reportsare not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Buyers to sell suchSecurities pursuant to Rule 144 without registration; and

(d) takesuch additional action as is reasonably requested by the Buyers to enable the Buyers to sell the Registrable Securities pursuant to Rule144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’sTransfer Agent as may be reasonably requested from time to time by the Buyers and otherwise fully cooperate with the Buyers and any brokerof a Buyer to effect such sale of Securities pursuant to Rule 144.

Each Buyer may transfer orassign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of RegistrableSecurities by such Buyer to such person, provided that the Buyer complies with all laws applicable thereto and provides written noticeof assignment to the Company promptly after such assignment is effected. This Agreement may not be assigned by the Company (whether byoperation of law or otherwise) without the prior written consent of the Buyers, provided that in the event that the Company is a partyto a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into theequity securities of another entity, from and after the effective time of such transaction, such entity shall, by virtue of such transaction,be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such entityand the term “Registrable Securities” shall be deemed to include the securities received by the Buyers in connection withsuch transaction unless such securities are otherwise freely tradable by the Buyers after giving effect to such transaction. This Agreementshall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement isnot for the benefit of, nor may any provision hereof be enforced by, any Person, other than the Parties, their respective successors andpermitted assigns.

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No provision of this Agreementmay be amended or waived by the Parties from and after the date that is one (1) Trading Day immediately preceding the date on which theInitial Registration Statement is filed with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement maybe (a) amended other than by a written instrument signed by the Parties or (b) waived other than in a written instrument signed by theParty against whom enforcement of such waiver is sought. Failure of any Party to exercise any right or remedy under this Agreement orotherwise, or delay by a Party in exercising such right or remedy, shall not operate as a waiver thereof.

(a) Solelyfor purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed toown of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two (2) or morePersons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election receivedfrom such record owner of such Registrable Securities.

(b) Anynotices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be givenin accordance with Section9(f) of the Securities Purchase Agreement.

(c) Failureof 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 the Buyers acknowledge and agree that irreparable damage would occur in the eventthat any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Itis accordingly agreed that either Party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisionsof this Agreement by the other Party and to enforce specifically the terms and provisions hereof (without the necessity of showing economicloss and without any bond or other security being required), this being in addition to any other remedy to which either Party may be entitledby law or equity.

(d) Allquestions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal lawsof the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delawareor any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each Partyhereby irrevocably submits to the jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication ofany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction ofany such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceedingis improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, actionor proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that suchservice shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limitin any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceablein any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreementin that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBYIRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER ORIN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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(e) TheTransaction Documents set forth the entire agreement and understanding of the Parties solely with respect to the subject matterthereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the Parties, both oral andwritten, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either Partyrelative to the subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in thisAgreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreementshall limit, modify or affect in any manner whatsoever any of the Company’s obligations under the SecuritiesPurchase Agreement.

(f) Theheadings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless thecontext clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and pluralforms thereof. The terms “including,” “includes,” “include” and words of like import shall be construedbroadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(g) ThisAgreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shallbecome effective when counterparts have been signed by each Party and delivered to the other Party; provided that a facsimile signatureor signature delivered by e-mail in a “.pdf” or comparable commercially recognized electronic or digital format, includingany electronic signature complying with the U.S. Electronic Signatures in Global and National Commerce Act of 2000 shall be considereddue execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(h) EachParty shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all suchother agreements, certificates, instruments and documents as any other Party may reasonably request in order to carry out the intent andaccomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i) Thelanguage used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rules ofstrict construction shall be applied against any Party.

[Signature Page Follows]

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Exhibit B

IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first abovewritten.

B-1

IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first abovewritten.

B-2

Exhibit 10.3

VOTING AGREEMENT

This VOTING AGREEMENT(this “Agreement”), dated as of April 19, 2024, is by and among Alternus Clean Energy, Inc., a Delaware corporationwith offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and eachPerson listed on ScheduleA hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”).Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement (as definedbelow).

RECITALS

A. EachKey Holder, as of the date hereof, is the Beneficial Owner (as defined below) of the number of shares of the Company’s common stock,$0.0001 par value per share (“Common Stock”), set forth opposite such Key Holder’s name on Schedule Ahereto (such shares, the “Existing Shares” and, together with any additional shares of Common Stock acquired pursuantto Section 1(c), the “Shares”).

B. TheCompany proposes to enter into that certain Securities Purchase Agreement, dated as of or about the date hereof (the “SecuritiesPurchase Agreement”), with the investors listed on the Schedule of Buyers attached thereto (the “Buyers”),pursuant to which, among other things, the Buyers shall purchase, and the Company shall issue and sell, (a) senior convertible notes inthe aggregate original principal amount of up $2,160,000, which are being issued with an eight percent (8.0%) original issue discount,in substantially the form attached as Exhibit A to the Securities Purchase Agreement, and (b) common stock purchase warrants, which shallinitially be exercisable for an aggregate of 2,411,088 shares of Common Stock, in substantially the form attached as Exhibit B to theSecurities Purchase Agreement, upon the terms and conditions set forth in the Securities Purchase Agreement.

C. Pursuantto the terms of the Securities Purchase Agreement, and to induce the Buyers to execute and deliver the Securities Purchase Agreement,the Company and each Key Holder desires to enter into this Agreement to set forth their agreements and understandings with respect tohow shares of Common Stock held by each Key Holder shall be voted in connection with certain matters contemplated thereby.

AGREEMENT

NOW, THEREFORE, in considerationof the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

(a) EachKey Holder irrevocably and unconditionally agrees to hold their Shares during the term of this Agreement subject to, and to vote theirShares in accordance with, the provisions of this Agreement.

(b) Untilthe termination of this Agreement, each Key Holder covenants and agrees that such Key Holder shall not directly or indirectly, (i) transfer,sell, offer, exchange, assign, gift, pledge, convey any legal or Beneficial Ownership interest in, or otherwise dispose of (by merger(including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law,or otherwise), or encumber (each, a “Transfer”), any of the Shares, (ii) deposit any of the Shares into a voting trustor enter into a voting agreement or arrangement with respect to any of the Shares or grant any proxy or power of attorney with respectthereto which is inconsistent with this Agreement, or (iii) enter into any contract, option or other arrangement or undertaking with respectto, or consent to, a Transfer of any of the Shares or such Key Holder’s voting or economic interest therein. Any attempted Transferof any Shares or any interest therein in violation of this Section 1(b) shall be null and void. Notwithstanding the foregoing,and subject to Section 5(h) below, this Section 1(b) shall not prohibit a Transfer of the Shares by a Key Holder if, asa precondition to such Transfer, the transferee agrees in a writing to be bound by all of the terms of this Agreement.

(c) EachKey Holder agrees that all shares of Common Stock that such Key Holder purchases, acquires the right to vote, or otherwise acquires BeneficialOwnership of, after the execution of this Agreement and prior to the termination of this Agreement, shall be subject to the terms andconditions of this Agreement and shall constitute Shares for all purposes of this Agreement. In the event of any stock split, stock dividend,merger, reorganization, recapitalization, reclassification, combination, exchange of shares, or the like of the capital stock of the Companyaffecting the Shares, the terms of this Agreement shall apply to the resulting securities and such resulting securities shall be deemedto be “Shares” for all purposes of this Agreement.

(d) Forpurposes of this Agreement, “Beneficially Own” or “Beneficial Ownership” shall have the meaningassigned to such term in Rule 13d-3 under the Exchange Act if 1934, as amended, and person’s beneficial ownership of securitiesshall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actuallyapplicable in such circ*mstance). For the avoidance of doubt, the terms “Beneficially Own” and “Beneficial Ownership”shall also include record ownership of securities.

(a) Inany annual, special, or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting,at which the transactions contemplated by the Securities Purchase Agreement are presented to the Company’s stockholders for approval,each Key Holder agrees that it shall vote, by proxy or otherwise, the Shares (i) in favor of the transactions contemplated by the SecuritiesPurchase Agreement and any matter that would reasonably be expected to facilitate such transactions (including, without limitation, anyproposal for the Company to obtain Stockholder Approval (as defined in the Securities Purchase Agreement) waiving the Exchange Cap (asdefined in the Securities Purchase Agreement) or seeking an increase in the authorized number of shares of Common Stock to permit theCompany to issue shares of Common Stock to the Buyers as contemplated by the Securities Purchase Agreement), and (ii) against approvalof any proposal made in opposition to the transactions contemplated by the Securities Purchase Agreement. Each Key Holder shall retainat all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those setforth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholdersgenerally.

(b) Inthe event that a meeting of the stockholders of the Company is held, each Key Holder shall, or shall cause the holder of record on anyapplicable record date to, appear at such meeting or otherwise cause such Key Holder’s Shares to be counted as present thereat forpurposes of establishing a quorum.

(c) Notwithstandingthe foregoing, nothing in this Agreement shall limit or restrict each Key Holder from acting its capacity as a director or officer ofthe Company, to the extent applicable, it being understood that this Agreement shall apply to such Key Holder in its capacity as a stockholderof the Company.

(d) IrrevocableProxy and Power of Attorney.

i. EachKey Holder hereby irrevocably grants to and appoints, and hereby authorizes and empowers, the Company, and any individual designated inwriting by it, and each of them individually, as the Key Holder’s sole and exclusive proxy and attorney-in-fact (with full powerof substitution and resubstitution), for and in the Key Holder’s name, place and stead, to vote and exercise all voting and relatedrights (to the fullest extent the Key Holder is entitled to do so) with respect to its Shares at any meeting of the stockholders of theCompany called, and in every written consent in lieu of such meeting, with respect to any of the matters specified in, and in accordanceand consistent with, Section 2(a).

ii. EachKey Holder understands and acknowledges that the Buyers and the Company are entering into the Securities Purchase Agreement in relianceupon the Key Holder’s execution and delivery of this Agreement. Each Key Holder hereby affirms that the irrevocable proxy set forthin this Section 2(d) constitutes an inducement for the Buyers and the Company to enter into the Securities Purchase Agreement.Except as otherwise provided for herein, the Key Holder hereby (a) affirms that the irrevocable proxy is coupled with an interest andmay under no circ*mstances be revoked, (b) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause tobe done by virtue hereof; and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with theprovisions of Section 212(e) of the Delaware General Corporation Law.

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iii. Uponthe execution of this Agreement by the Key Holder, the Key Holder hereby revokes any and all prior proxies or powers of attorney givenby the Key Holder with respect to the Shares. The Key Holder acknowledges and agrees that no subsequent proxies with respect to such Sharesshall be given, and if given, shall not be effective or ineffective ab initio. All authority conferred herein shall be bindingupon and enforceable against any successors or assigns of the Key Holder and any permitted transferees of the Shares. Notwithstandingany other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination ofthis Agreement in accordance with Section 6(n).

Each Key Holder, as to itselfand not with respect to any other Key Holder, hereby represents, warrants, and covenants to the Company and to each Buyer as follows:

(a) SuchKey Holder is the legal or beneficial owner of, and has the power to vote the Existing Shares set forth on the signature page hereto.The Existing Shares set forth next to Key Holder’s name on the signature page hereof are owned free of any encumbrance that wouldpreclude Key Holder from exercising his, her or its voting power as provided in Section 2 or otherwise complying with the termshereof.

(b) SuchKey Holder has all requisite power, legal capacity and authority to enter into this Agreement. This Agreement has been duly executed anddelivered by Key Holder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a validand binding obligation of Key Holder, enforceable against Key Holder in accordance with its terms, except as limited by (i) applicablebankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Theexecution, delivery and performance by such Key Holder of this Agreement shall not (i) conflict with, require a consent, waiver or approvalunder, or result in a breach of or default under, any of the terms of any agreement to which Key Holder is a party or by which any ofsuch Key Holder’s assets are bound, or (ii) violate any order, writ, injunction, decree, judgment or any applicable law applicableto Key Holder or any of such Key Holder’s assets, except for any such conflict, violation or any failure to obtain such consent,waiver or approval that would not result in the Key Holder being able to perform its obligations under this Agreement.

(d) SuchKey Holder agrees that he, she, or it shall not, in his, hers, or its capacity as a stockholder of the Company, bring, commence, institute,maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmentalentity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges thatthe execution and delivery of this Agreement by Key Holder, or the approval of the Securities Purchase Agreement by the Company’sBoard of Directors, breaches any fiduciary duty of the Board of Directors or any member thereof.

(e) SuchKey Holder shall not, directly or indirectly, take any action that would make any representation or warranty contained herein untrue orincorrect in any material respects or in any way have the effect of restricting, limiting, interfering with, preventing or disabling KeyHolder from performing his, her or its obligations in any material respects under this Agreement.

Except as required by applicablelaw, each Key Holder, until such time as the transactions contemplated by the Securities Purchase Agreement are required to be publiclydisclosed by the Company as described in the Securities Purchase Agreement, shall maintain the confidentiality of any information regardingthis Agreement, the Securities Purchase Agreement, and the transactions contemplated hereby and thereby. Neither the Key Holders, norany of their respective affiliates, shall issue or cause the publication of any press release or other public announcement with respectto this Agreement, the Securities Purchase Agreement or the transactions contemplated hereby or thereby without the prior written consentof the Company, except as may be required by law or by any listing agreement with, or the policies of, The Nasdaq Stock Market, in whichcirc*mstance such announcing Party shall make all reasonable efforts to consult with the Company in advance of such publication to theextent practicable.

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(a) NoOwnership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership orincidence of ownership of or with respect to any Shares.

(b) Notices.All notices, requests, and other communications hereunder shall be in writing and shall be deemed to have been duly given and received(a) when personally delivered, (b) when sent by facsimile or email upon confirmation of receipt, (c) one business day after the day onwhich the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in theUnited States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, tothe address or email address set forth below the Company’s signature on the signature page of this Agreement, and as to any KeyHolder at the address, facsimile number or email address set forth with respect to such Key Holder on Schedule A attached to thisAgreement. Any Party hereto from time to time may change its address, facsimile number, email address, or other information for the purposeof notices to that Party by giving notice specifying such change to the other Parties hereto. Each Key Holder and the Company may eachagree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonablyapproved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Interpretation.When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated.The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretationof this Agreement. The words “include,” “includes” and “including” when used herein shall be deemedin each case to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “thedate hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first abovewritten. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words usingthe singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,”“hereunder” and derivative or similar words refer to this entire Agreement.

(d) Amendments;Waiver. This Agreement may be amended by the Parties hereto, and the terms and conditions hereof may be waived, only by an instrumentin writing signed on behalf of each of the Parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the Partywaiving compliance. The failure of either Party hereto to exercise any right, power or remedy provided under this Agreement or otherwiseavailable in respect of this Agreement at law or in equity, or to insist upon compliance by any other Party with its obligation underthis Agreement, and any custom or practice of the Parties at variance with the terms of this Agreement, shall not constitute a waiverby such Party of such Party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(e) Rulesof Construction. The Parties hereto hereby waive the application of any law, regulation, holding or rule of construction providingthat ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

(f) SpecificPerformance; Injunctive Relief. The Parties hereto agree that the Company and the Buyers will be irreparably harmed and that therewill be no adequate remedy at law for a violation of any of the covenants or agreements of any Key Holder set forth herein. Therefore,it is agreed that, in addition to any other remedies that may be available to the Company or the Buyers upon any such violation of thisAgreement, the Company and the Buyers each acting alone or together shall have the right to enforce such covenants and agreements by specificperformance, injunctive relief or by any other means available to the Company or the Buyers at law or in equity and each Key Holder herebywaives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the securityor posting of any bond in connection with such enforcement.

(g) Counterparts.This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall becomeeffective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties hereto; it being understoodthat all Parties need not sign the same counterpart.

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(h) EntireAgreement; Non-Assignability; Parties in Interest; Death or Incapacity. This Agreement and the documents and instruments and otheragreements specifically referred to herein or delivered pursuant hereto (i) constitute an inducement and condition to the Buyers enteringinto the Securities Purchase Agreement, (ii) constitute the entire agreement among the Parties with respect to the subject matter hereofand supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereofand (iii) are not intended to confer, and shall not be construed as conferring, upon any person other than the Parties hereto any rightsor remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned ordelegated, in whole or in part, by operation of law or otherwise, by a Key Holder without the prior written consent of the Company, andany such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interestsor obligations of the Company hereunder, may be assigned or delegated in whole or in part by the Company to any affiliate of the Companywithout the consent of or any action by Key Holder upon notice by the Company to the Key Holders as herein provided. Subject to the precedingsentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respectivepermitted successors and assigns. All authority conferred herein shall survive the death or incapacity of a Key Holder and in the eventof Key Holder’s death or incapacity, any obligation of such Key Holder hereunder shall be binding upon the heirs, personal representatives,successors and assigns of such Key Holder.

(i) AdditionalDocuments. Each Key Holder shall execute and deliver any additional documents necessary or desirable in the reasonable opinion ofthe Company to carry out the purpose and intent of this Agreement.

(j) Severability.In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdictionto be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of suchprovision to other persons or circ*mstances shall be interpreted so as reasonably to effect the intent of the Parties hereto. The Partieshereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement witha valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void orunenforceable provision.

(k) RemediesCumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party shall be deemed cumulativewith and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any oneremedy shall not preclude the exercise of any other remedy.

(l) GoverningLaw; Consent to Jurisdiction. This Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legalrelations between the Parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall begoverned by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law provisions.

(m) Expenses.All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Partyincurring the expenses.

(n) Termination.This Agreement shall terminate and shall have no further force or effect from and after the earlier to occur of (i) date upon which thestockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent inlieu of any such meeting, approve the matters contemplated by Section 2(a), and (ii) the termination of the Securities PurchaseAgreement in accordance with its terms, provided, that no such termination shall relieve any Party from liability for any willful or intentionalbreach of this Agreement prior to such termination.

(o) WAIVEROF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM(WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION,ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[Signature Page Follows]

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IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written above.

Address for notices:

360 Kingsley Park Drive, Suite 250

Fort Mill, South Carolina 29715

Attention: Taliesin Durant

Email: td@alternusenergy.com

SignaturePage to Voting Agreement

IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written above.

SignaturePage to Voting Agreement

SCHEDULE A

KEY HOLDERS

Schedule A

Exhibit 99.1

Alternus Clean Energy, Inc.Announces Closing of $2.16 Million Private
Placement of Convertible Notes and Warrants

FORTMILL, S.C., April 22, 2024 (GLOBE NEWSWIRE) -- Utility-scale transatlantic clean energy independent power producer AlternusClean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”) today announced the closing of an approximately$2.16 million private placement pursuant to the terms of a securities purchase agreement, dated April 19, 2024, with a certain institutionalinvestor (the “Investor”).

The investment is in the formof a Senior Unsecured Original Issue 8% Discount Convertible Note (the “Note”), resulting in proceeds before expenses to Alternusof approximately $2.0 million. The Company expects to use the proceeds from this offering to continue executing on its business plan,including funding planned capital expenditures and working capital. The Note has a 12- month maturity. In addition, the Note will be convertibleinto shares of common stock of the Company at an initial conversion price equal to $0.48 per share of common stock, which represents 125%of the average closing price over the seven trading days prior to closing, subject to adjustment as further specified in the Note. TheNote will be fully repayable in cash upon maturity if not fully converted prior. In addition, the institutional investor has the optionof prepayment of up to 20% of the issuance amount of a subsequent financing.

As part of the investment, theinvestor was also granted a five and a half year warrant to purchase an aggregate of 2,411,088 shares of common stock at an exercise priceequal to $0.48 per share, subject to adjustment (the “Warrant”).

Maxim Group LLC acted as the exclusiveplacement agent for the private placement.

Alternus has agreed to file aregistration statement registering for the resale of the shares of common stock issuable upon conversion of the Note and upon exerciseof the Warrants.

The securities offered in theprivate placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicablestate securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statementor an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securitiespurchase agreement includes representations, warranties, covenants and other terms typical of a transaction of this type, the full descriptionof which can be reviewed in documents attached to the Company’s Current Report on Form 8-K to be filed with the SEC. You may alsoobtain these documents for free when they are available by visiting the SEC’s web site at www.sec.gov.

This press release does not constitutean offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Alternus Clean Energy, Inc.

Alternus is atransatlantic clean energy independent power producer. Headquartered in the United States, we currently develop, install, own, andoperate utility-scale solar parks in the North America and Europe. Our highly motivated and dynamic team at Alternus have achievedrapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within five years through continuedorganic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energydelivering a sustainable future of renewable power with people and planet in harmony. For more information visit www.alternusenergy.com.

Forward-Looking Statements

Certain information contained inthis release, including any information on the Company’s plans or future financial or operating performance and other statementsthat express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements.When used in this notice, words such as “anticipate,” “believe,” “continue,” “could,”“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”“potential,” “predict,” “project,” “should,” “would” and similar expressions,as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefsof management, as well as assumptions made by, and information currently available to, the Company’s management. Such statementsare based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, manyof which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risksand other factors that may cause the actual financial results, performance, or achievements of the Company to differ materially from theCompany’s estimated future results, performance or achievements expressed or implied by the forward- looking statements. These statementsshould not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakesno obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For More Information:

Alternus Investors:

Alternus Clean Energy

ir@alternusenergy.com

+1 (913) 815-1557

Alternus Media:

The Blueshirt Group

alternus@blueshirtgroup.com

+1 (323) 240-5796