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2026-06-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 11, 2026
Our
Bond, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-43087 |
|
83-1751618 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 85
Broad Street, New York, New York |
|
10004 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(888)
567-6234
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
OBAI |
|
The
Nasdaq Stock Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Exchange
of Series G Preferred Stock for Promissory Notes
On
June 11, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”)
entered into an Exchange Agreement (the “Agreement”) with Ascent Partners Fund LLC (“Ascent”). Under the Agreement,
we issued a total of 366,941 shares of our newly-designated Series G Convertible Preferred Stock (the “Series G Preferred Stock”)
to Ascent in exchange for Promissory Notes owed to Ascent (collectively, the “Notes”) as follows: (1) a Note issued March
1, 2025 in the original principal amount of $2,500,00, with a current balance of $2,292,179.8, was exchanged for 254,687 shares of Series
G Preferred Stock; and (2) a Note issued May 4, 2026 in the original principal amount of $1,000,000, with a current balance of $1,010,277.78,
was exchanged for 112,254 shares of Series G Preferred Stock. Upon closing of the Agreement and issuance of the Series G Preferred Stock
to Ascent, the Notes will be deemed paid in full. The Agreement, which is filed herewith as Exhibit 10.1, contains various representations,
warranties, and covenants and should be reviewed in its entirety for additional information.
Each
share of Series G Preferred Stock has a stated value of $10.00 per share and is convertible, at the option of the holder, to shares of
our common stock at a price of $2.0265 per share of common stock. The Certificate of Designation for Series G Preferred Stock provides
a limitation on conversion to the extent that the holder, together with its affiliates or any other person acting as a group, would beneficially
own in excess of 9.99% of our outstanding common stock upon such conversion. The holders of Series G Preferred Stock are entitled to
a monthly dividend at a an annual rate of 10% of the stated value, computed on the basis of 360-day year and twelve (12) 30-day months.
The holders of Series G Preferred Stock have no voting rights, except as required by law and as expressly provided in the Certificate
of Designation.
Upon
the occurrence of a triggering event, as defined in the Certificate of Designation, each holder of Series G Preferred Stock has a right
to redeem eligible shares of Series G Preferred Stock. In addition, at any time that no equity conditions failure exists (as defined
in the Certificate of Designation), the Company has a right to redeem all, but not less than all, of the shares of Series G Preferred
Stock then outstanding at a price equal to 110% of the stated value plus all accrued and unpaid dividends thereon. In the event of any
liquidation, dissolution or winding up of the Company, or in the event of a change in control of the Company, assets or proceeds shall
be preferentially distributed to the holders of Series G Preferred Stock in an amount per share equal to the greater of (i) 200% of stated
value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series G Preferred Stock into common
stock immediately prior to the date of such payment. On or after June 11, 2025, the holders of any then-outstanding shares of Series
G Preferred Stock may, at their option, redeem their shares at the stated value thereof.
In
the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase
such rights or securities on an as-converted to common stock basis. If the Company issues any new securities for a consideration per
stock lower than the conversion price, the conversion price for the Series G Preferred Stock shall be readjusted to reflect the lower
consideration paid for the new securities. Additionally, we are restricted from amending our articles of incorporation, bylaws or take
any other action to avoid the observance or performance of any of the terms of the Certificate of Designation. We are required to reserve
sufficient authorized and unissued Common Stock to give effect to conversion of all shares of Series G preferred Stock into Common Stock.
The
holders of Series G Preferred Stock have “piggyback” registration rights. If the Company intends to prepare and file a registration
statement relating to an offering of securities for its own account or the account of others, then the holders of Series G Preferred
Stock are entitled to notice of the registration and have the right, subject to certain limitations, to include the shares of common
stock issuable upon conversion their Series G preferred shares in the registration.
If
so elected by the holders, we can be required to apply twenty-five percent (25%) of the net proceeds of all future offerings or issuances
of our equity or debt securities toward redemption of the Series G Preferred Stock until such time as the cumulative total of all net
proceeds received is equal to or less than $10,000,000, with up to thirty-five percent (35%) of such net proceeds to applied thereafter.
The
Certificate of Designation for the Series G Preferred Stock, which is filed herewith as Exhibit 3.1, contains various additional terms
and covenants and should be reviewed in its entirety for additional information.
Amendments
to Certificates of Designation for Series C Convertible Preferred Stock and Series D Convertible Preferred Stock
On
June 11, 2026, we also amended the Certificates of Designation for our Series C Preferred Stock and our Series D Preferred Stock to make
their provisions regarding the holders’ right to require redemptions using the proceeds from subsequent Company financings consistent
with the terms of the new Series G designation. Pursuant to these amendments, the holders of the Series C Preferred Stock and Series
D Preferred Stock can elect to apply twenty-five percent (25%) of the net proceeds of all future offerings or issuances of our equity
or debt securities toward redemption of the Preferred Stock until such time as the cumulative total of all net proceeds received is equal
to or less than $10,000,000, with up to thirty-five percent (35%) of such net proceeds to applied thereafter.
Warrant
Amendment
Also
on June 11, 2026, we entered into an Amendment (the “Warrant Amendment”) to the common stock purchase warrants (the “Warrants”)
held by Ascent. Under the Warrant Amendment, the exercise prices of the Warrants held by Ascent were adjusted. Following the Warrant
Amendment, the exercise prices of the Warrants are as follows:
| ● | 3,000,000
Warrants expiring February 27, 2027 have an exercise price of $1.25 per share; |
| ● | 1,500,000
Warrants expiring October 27, 2027 have an exercise price of $1.25 per share; and |
| ● | 4,500,000
Warrants expiring October 27, 2027 have an exercise price of $2.25 per share. |
Amendment
to Loan and Security Agreement
On
June 11, 2026, we entered into a Waiver and Twenty-eighth Amendment to Loan and Security Agreement (the “Loan Amendment”)
with our senior secured lender, Eastward Fund Management, LLC (the “Lender”). Under the Loan Amendment, the amortization
and payment schedule for our senior secured debt was adjusted to call for reduced monthly payments of $50,000 each for July 1 and August
1, 2026; $100,000 each for September 1 and October 1, 2026; and $150,000 each for November 1 and December 1, 2026. Thereafter, monthly
payments will continue in amounts ranging from approximately $259,000 to approximately $300,000 per month, with a final payment of approximately
$3.9 million due on July 1, 2028. As additional consideration under the Loan Amendment, we agreed to issue 250,000 shares of our common
stock to the Lender. The Loan Amendment, which is filed herewith as Exhibit 10.3, should be reviewed in its entirety for additional information.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures in Item 1.01, above, are incorporated herein by reference. The shares of Series G Preferred Stock were issued to Ascent solely
in exchange for the Notes in a transaction exempt from registration under Section 3(a)(9) of the Securities Act. No commission or other
remuneration was paid or given, directly or indirectly, for soliciting such exchange. The issuance of shares of common stock to the Lender
was exempt from registration pursuant to Rule 506(b) under Regulation D. The Lender is an accredited investor within the meaning of Rule
501 and we engaged in no general solicitation or advertising.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In
light of increased growth opportunities and the above-mentioned financing changes, the Company has expanded and reorganized its commercial
leadership resources in the United States and internationally and is transitioning its commercial organization to a matrix structure
designed to better align sales, business development, strategic partnership and market expansion activities across its target channels.
All
sales, business development, strategic partnership and commercial growth initiatives will continue to report directly to Doron Kempel,
the Company’s Founder and Chief Executive Officer.
In
connection with the organizational realignment, Michael Lambert has departed from his position as Head of Commercial Operations, effective
June 12, 2026. The company thanks Mr. Lambert for his effort and contribution to US B2B sales in the past two years. The Company and
Mr. Lambert worked cooperatively to ensure an orderly transition of responsibilities. Mr. Lambert’s departure was not the result
of any disagreement with the Company regarding its operations, policies, practices or strategic direction.
The
Company expects to provide additional updates regarding commercial partnerships, growth initiatives and business developments as appropriate.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
disclosures in Item 1.01. above, regarding the Series G Preferred Stock are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
June 16, 2026 |
Our
Bond, Inc. |
| |
|
|
| |
By: |
/s/
Doron Kempel |
| |
Name:
|
Doron
Kempel |
| |
Title: |
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
THE SERIES G CONVERTIBLE PREFERRED STOCK OF
OUR
BOND, INC.
PURSUANT
TO SECTION 78.1955 OF THE
NEVADA
REVISED STATUTES
I,
Doron Kempel, hereby certify that I am the Chief Executive Officer of Our Bond, Inc. (the “Company”),
a
corporation incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”) and further do hereby
certify:
That
pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the
Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board on June 11,
2026 adopted the following resolutions creating a series of shares of preferred stock designated as Series G Convertible Preferred
Stock, none of which shares have been issued:
RESOLVED,
the number of shares constituting the Series G Convertible Preferred Stock and the rights, powers, preferences, privileges and restrictions
relating to such series, in addition to any set forth in the Articles of Incorporation, are as follows:
TERMS
OF SERIES G CONVERTIBLE PREFERRED STOCK
1.
Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated
as “Series G Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred
Shares shall be 366,941. Each Preferred Share shall have a par value of $0.0001. Capitalized terms not defined herein shall have the
meaning as set forth in Section 33.
2.
Ranking. Except to the extent that the holders of at least a majority of the outstanding Preferred Shares (the “Required
Holders”) expressly consent to the creation of Parity Stock (as defined below) other than Senior Preferred Stock (as defined
below) in accordance with Section 18, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with
respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company
(such junior stock is referred to herein collectively as “Junior Stock”). The rights of all such shares of capital
stock of the Company shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. Without limiting any
other provision of this Certificate of Designations, without the prior express consent of the Required Holders, voting separate as a
single class, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior
rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution
and winding up of the Company (collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Preferred
Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of
the Company (collectively, the “Parity Stock”) or (iii) any Junior Stock having a maturity date (or any other date
requiring redemption or repayment of such shares of Junior Stock) that is prior to the Outside Date. In the event of the merger or consolidation
of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges
and preferences provided for herein and no such merger or consolidation shall result inconsistent therewith.
3.
Dividends. From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”),
each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitled
to receive dividends (“Dividends”), which Dividends shall be paid by the Company out of funds legally available therefor,
payable, subject to the conditions and other terms hereof, at the Company’s option in shares of Common Stock at the Conversion
Price when the Equity Conditions are met, or in cash on the Stated Value (as defined below) of such Preferred Share, at the Dividend
Rate (as defined below), which shall be cumulative and shall continue to accrue and compound daily whether or not declared and whether
or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year. Notwithstanding
the foregoing, if the VWAP of the shares of Common Stock is less than the Conversion Price on the Trading Day before such Dividend is
paid, then the Company shall pay the Holder the difference between the VWAP and the Conversion Price per Preferred Share in cash on the
day that such Dividend is paid. Dividends on the Preferred Shares shall commence accumulating on the Initial Issuance Date and shall
be computed on the basis of a 360-day year and twelve 30-day months. Accrued and unpaid Dividends shall be payable on the third Trading
Day of each calendar month and either (x) in cash on the Outside Date, or in cash on any applicable Redemption Date or upon any required
payment upon any Bankruptcy Triggering Event or (y) with respect to such Dividends attributable to Preferred Shares subject to conversion
hereunder, by way of inclusion of such Dividends in the Conversion Amount subject to conversion hereunder. From and after the occurrence
and during the continuance of any Triggering Event, the Dividend Rate shall automatically be increased to twenty-four percent (24.0%)
per annum. In the event that such Triggering Event is subsequently cured, the adjustment referred to in the preceding sentence shall
cease to be effective as of the calendar day immediately following the date of such cure; provided, that the Dividends as calculated
and unpaid at such increased rate during the continuance of such Triggering Event shall continue to apply to the extent relating to the
days after the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event.
4.
Conversion. At any time after the Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and
non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 4.
(a)
Holder’s Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Issuance Date,
each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully
paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). The Company
shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction
of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company
shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses
of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion
of any Conversion Amount.
(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 4(a)
shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion
Rate”):
(i)
“Conversion Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum
of (without duplication) (1) the Stated Value thereof, plus (2) the Additional Amount thereon, plus (3) any accrued and unpaid Late Charges
with respect to such Stated Value and Additional Amount as of such date of determination.
(ii)
“Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination,
$2.0265, subject to adjustment as provided herein.
(c)
Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:
(i)
Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date (a “Conversion Date”),
a Holder shall deliver (whether via facsimile or electronic mail), for receipt on or prior to 11:59 p.m., New York time, on such date,
an electronic copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached
hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 4(c)(iii), within three
(3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder, if such Holder is holding a physical
certificate, shall surrender such certificate to a nationally recognized overnight delivery service for delivery to the Company the original
certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or
an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by
Section 20). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit
by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such
Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation
shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before
the first (1st) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date
of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company
shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is
not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address
as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares
of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s)
submitted for conversion pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Company
shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and
at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate (in accordance with Section
20(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock
issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common
Stock on the Conversion Date.
(ii)
Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to a Holder on
or prior to the applicable Share Delivery Deadline, a certificate for the number of shares of Common Stock to which such Holder is entitled
and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s
balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion
of any Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available
to such Holder, such Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to, and retain or have
returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided,
that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior
to the date of such notice pursuant to the terms of this Certificate of Designations or otherwise and (y) the Company shall pay in cash
to such Holder on each day, up to a maximum of 10 Trading Days, after the Share Delivery Deadline that the issuance of such shares of
Common Stock is not timely effected an amount equal to 2% of the product of (A) the aggregate number of shares of Common Stock not issued
to such Holder on a timely basis and to which such Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to such Holder without
violating Section 4(c). In addition to the foregoing, if Company shall fail, for any reason or for no reason, to issue to a Holder on
or prior to the Share Delivery Deadline, a certificate to such Holder and register such shares of Common Stock on the Company’s
share register or credit such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock
to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be), and if on or after such Share Delivery
Deadline such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock,
or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such
conversion that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder,
the Company shall, within three (3) Business Days after receipt of such Holder’s request and in such Holder’s discretion,
either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person
in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so
issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to
which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common
Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing
such shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which
such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal
to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice
and ending on the date of such issuance and payment under this clause (II).
(iii)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the
names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares (the “Registered Preferred
Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and
each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share
for all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice to the
contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register.
Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder thereof, the
Company shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares in the same
aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee pursuant
to Section 20, provided, that, if the Company does not so record an assignment, transfer or sale (as the case may be) of such
Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to
reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 4,
following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically
surrender such Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable
Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated
by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of Preferred Shares upon physical surrender of the applicable Preferred Share Certificate. Each Holder
and the Company shall maintain records showing the Stated Value, Dividends and Late Charges converted and/or paid (as the case may be)
and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to such
Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon conversion. If the Company does
not update the Register to record such Stated Value, Dividends and Late Charges converted and/or paid (as the case may be and the dates
of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be
automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing
the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest
error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be
less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend:
ANY
TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING
TO THE SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER
OF SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES G CONVERTIBLE
PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF
SERIES G CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.
(iv)
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same
Conversion Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert
from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted
for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to
the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares
of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the
number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25.
(d)
Limitation on Conversion.
(i)
Beneficial Ownership. Notwithstanding anything to the contrary contained in this Certificate of Designations, the Preferred Shares
held by a Holder shall not be convertible by such Holder, and the Company shall not effect any conversion of any Preferred Shares held
by such Holder, to the extent (but only to the extent) that such Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”))
would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock. 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 number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal
amount of the Preferred Shares beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
No prior inability of a Holder to convert Preferred Shares, or of the Company to issue shares of Common Stock to such Holder, pursuant
to this Section 4(d)(i) shall have any effect on the applicability of the provisions of this Section 4(d)(i) with respect to any subsequent
determination of convertibility or issuance (as the case may be). Except as set forth above, for purposes of this Section 4(d)(i), beneficial
ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership)
shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions
of this Section 4(d)(i) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to
correct this Section 4(d)(i) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial
ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this Section 4(d)(i) shall apply to a successor holder of Preferred Shares. The holders
of Common Stock shall be third-party beneficiaries of this Section 4(d)(i) and the Company may not waive this Section 4(d)(i) without
the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of a Holder, the
Company shall within one (1) Business Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without
limitation, pursuant to this Certificate of Designations or securities issued pursuant to the other Transaction Documents. By written
notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified
in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to
the Company, and (ii) any such increase or decrease will apply only to such Holder sending such notice and not to any other Holder.
(ii)
Trading Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise
pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed the aggregate number
of shares of Common Stock which the Company may issue upon conversion of the Preferred Shares or otherwise pursuant to the terms of this
Certificate of Designations without breaching the Company’s obligations under the rules or regulations of the applicable Trading
Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the applicable Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains
a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory
to the Required Holders. Until such approval or such written opinion is obtained, no Buyer (as defined in the Securities Purchase Agreement)
shall be issued in the aggregate, upon conversion of any Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations,
shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient
of (1) the aggregate original Stated Value of the Preferred Shares issued to such Buyer pursuant to the Securities Purchase Agreement
on the Closing Date divided by (2) the aggregate original Stated Value of the Preferred Shares issued to the Buyers pursuant to the Securities
Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that
any Buyer shall sell or otherwise transfer any of such Buyer’s Preferred Shares, the transferee shall be allocated a pro rata portion
of such Buyer’s Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred, and the restrictions
of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such
transferee. Upon conversion in full of a holder’s Preferred Shares, the difference (if any) between such holder’s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of
such Preferred Shares shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares on a
pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares hen held by each such holder of Preferred
Shares. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(d)(i) (the “Exchange
Cap Shares”) to a Holder, the Company shall pay cash to such Holder in exchange for the redemption of such number of Preferred
Shares held by the Holder that are not convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x)
such number of Exchange Cap Shares and (y) the Closing Sale Price on the Trading Day immediately preceding the date such Holder delivers
the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and (ii) to the extent such Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap
Shares, brokerage commissions, if any, of such Holder incurred in connection therewith.
5.
Triggering Event Redemptions.
(a)
Triggering Event. Each of the following events shall constitute a “Triggering Event” and each of the events
in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Triggering Event”:
(i)
the suspension from trading or failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period
of five (5) consecutive Trading Days;
(ii)
the Company’s written notice to any holder of the Preferred Shares or Warrants, including, without limitation, by way of public
announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request for exercise of any
Warrants for Warrant Shares in accordance with the provisions of the Warrants or a request for conversion of any Preferred Shares into
shares of Common Stock that is requested in accordance with the provisions of this Certificate of Designations, other than pursuant to
Section 4(d);
(iii)
at any time following the tenth (10th) consecutive day that a Holder’s Authorized Share Allocation (as defined in Section 11(a))
is less than 100% of the sum of (A) the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion
in full of the Preferred Shares held by such Holder (without regard to any limitations on conversion set forth in this Certificate of
Designations) and (B) the number of shares of Common Stock that such Holder would be entitled to receive upon exercise in full of such
Holder’s Warrants (without regard to any limitations on exercise set forth in the Warrants);
(iv)
the Company’s Board of Directors fails to declare any Dividend to be paid at the applicable Dividend Rate in accordance with Section
3;
(v)
the Company’s failure to pay to any Holder any Dividend (whether or not declared by the Board of Directors) or any other amount
when and as due under this Certificate of Designations (including, without limitation, the Company’s failure to pay any redemption
payments or amounts hereunder), the Securities Purchase Agreement or any other Transaction Document or any other agreement, document,
certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby (in each case, as permitted
pursuant to the NRS), except, in the case of a failure to pay Dividends and Late Charges when and as due, in each such case only if such
failure remains uncured for a period of at least three (3) Trading Days;
(vi)
the Company, on three or more occasions, either (A) fails to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants)
by delivery of the required number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or Exercise
Date (as defined in the Warrants) (as the case may be) or (B) fails to remove any restrictive legend on any certificate or any shares
of Common Stock issued to such Holder upon conversion or exercise (as the case may be) of any Securities (as defined in the Securities
Purchase Agreement) acquired by such Holder under the Securities Purchase Agreement as and when required by such Securities or the Securities
Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for
at least five (5) Trading Days;
(vii)
the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000 of Indebtedness
(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries other than, with respect to unsecured Indebtedness
only, an alleged default, redemption, or acceleration prior to maturity contested by the Company and/or such Subsidiary (as the case
may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in
accordance with GAAP) and after giving effect to these reserves, each of the Company and its Subsidiaries (and the Company and its Subsidiaries
taken as a whole) are Solvent;
(viii)
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted
by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third-party, shall not be dismissed
within thirty (30) days of their initiation;
(ix)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary
case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or
the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the
Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial
Code foreclosure sale or any other similar action under federal, state or foreign law;
(x)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or
approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of
the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar
document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any
Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed
and in effect for a period of thirty (30) consecutive days;
(xi)
a final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and/or any
of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, that any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth
above so long as the Company provides each Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to each Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;
(xii)
the Company and/or any Subsidiary, individually or in the aggregate fails to pay, when due, or within any applicable grace period, any
payment with respect to any Indebtedness in excess of $250,000 due to any third-party (other than, with respect to unsecured Indebtedness
only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect
to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation
of any agreement for monies owed or owing in an amount in excess of $250,000, which breach or violation causes the other party thereto
to declare a default or otherwise accelerate amounts due thereunder;
(xiii)
other than as specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation
or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which
may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a
breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive
Trading Days, unless such breach does not have a Material Adverse Effect;
(xiv)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity
Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Triggering Event has occurred, and
such Holder suffers economic damage thereby;
(xv)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15, unless such breach
does not have a Material Adverse Effect;
(xvi)
any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs; or
(xvii)
(A) the Common Stock cannot be issued and transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian
system or (B) the Company has received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated;
(xviii)
failure to have the “Registration Statement” (under as defined in the Registration Rights Agreement) declared effective and
remain effective in accordance within the deadline prescribed in, and otherwise accordance with the terms of, the Securities Purchase
Agreement; or
(xix)
any breach of any material term of the Securities Purchase Agreement
(b)
Notice of a Triggering Event; Redemption Right. Upon the occurrence of a Triggering Event with respect to the Preferred Shares,
the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (with
next day delivery specified) (a “Triggering Event Notice”) to each Holder. At any time after the earlier of a Holder’s
receipt of a Triggering Event Notice and such Holder becoming aware of a Triggering Event (such earlier date, the “Triggering
Event Right Commencement Date”) and ending (such ending date, the “Triggering Event Right Expiration Date”,
and each such period, a “Triggering Event Redemption Right Period”) on the twentieth (20th) Trading Day after the
later of (x) the date such Triggering Event is cured and (y) such Holder’s receipt of a Triggering Event Notice that includes (I)
a reasonable description of the applicable Triggering Event, (II) a certification as to whether, in the opinion of the Company, such
Triggering Event is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure
such Triggering Event and (III) a certification as to the date the Triggering Event occurred and, if cured on or prior to the date of
such Triggering Event Notice, the applicable Triggering Event Right Expiration Date, such Holder may require the Company to redeem (regardless
of whether such Triggering Event has been cured on or prior to the Triggering Event Right Expiration Date) all or any of the Preferred
Shares by delivering written notice thereof (the “Triggering Event Redemption Notice”) to the Company, which Triggering
Event Redemption Notice shall indicate the number of the Preferred Shares such Holder is electing to redeem. Each of the Preferred Shares
subject to redemption by the Company pursuant to this Section 5(b) shall be redeemed by the Company at a price equal to the greater of
the product of (X) 110% multiplied by (Y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date immediately preceding such Triggering Event and ending on the date the Company makes the entire payment required to be made
under this Section 5(b) (the “Triggering Event Redemption Price”). Redemptions required by this Section 5(b) shall
be made in accordance with the provisions of Section 12. To the extent redemptions required by this Section 5(b) are deemed or determined
by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be
voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 4(d), until the Triggering
Event Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under
this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by such Holder into Common Stock pursuant
to the terms of this Certificate of Designations. In the event of the Company’s redemption of any of the Preferred Shares under
this Section 5(b), a 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 for such Holder. Accordingly,
any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such
Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon a Triggering Event shall not constitute
an election of remedies by the applicable Holder or any other Holder, and all other rights and remedies of each Holder shall be preserved.
For the avoidance of doubt, the original issue discount with respect to the purchase price of the Preferred Shares, as described in the
Securities Purchase Agreement (collectively, the “Trigger Event Conversion Shares”) shall not be redeemed in accordance
with this Section 5(b) but may be converted by such Holder into Common Stock pursuant to the terms of this Certificate of Designations.
(c)
Mandatory Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Triggering Event, whether occurring prior to or following the Outside
Date, the Company shall immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price equal to the
applicable Triggering Event Redemption Price (calculated as if such Holder shall have delivered the Triggering Event Redemption Notice
immediately prior to the occurrence of such Bankruptcy Triggering Event), without the requirement for any notice or demand or other action
by any Holder or any other person or entity; provided, that a Holder may, in its sole discretion, waive such right to receive
payment upon a Bankruptcy Triggering Event, in whole or in part, and any such waiver shall not affect any other rights of such Holder
or any other Holder hereunder, including any other rights in respect of such Bankruptcy Triggering Event, any right to conversion, and
any right to payment of such Triggering Event Redemption Price or any other Redemption Price, as applicable.
6.
Rights Upon Fundamental Transactions.
(a)
Assumption. The Company shall use its commercially reasonable efforts to not enter into or be party to a Fundamental Transaction
unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Certificate of Designations and the
other Transaction Documents in accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance
satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements
to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Certificate of Designations, including, without limitation, having
a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Shares held by the Holders and having similar
ranking to the Preferred Shares, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity)
is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence
of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor
Entity shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Preferred Shares at
any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets
or other property (except such items still issuable under Sections 7(a) and 17, which shall continue to be receivable thereafter)) issuable
upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded common
stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive
upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately prior
to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate
of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding the foregoing, such
Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6(a) to permit the Fundamental
Transaction without the assumption of the Preferred Shares. The provisions of this Section 6(a) shall apply similarly and equally to
successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Preferred
Shares.
(b)
Change of Control Redemption Right. No sooner than twenty (20) Trading Days nor 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 deliver written notice thereof via facsimile and overnight courier to each Holder (a “Change
of Control Notice”). At any time during the period beginning after a Holder’s receipt of a Change of Control Notice or
such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the
immediately preceding sentence (as applicable) and ending on the later of twenty (20) Trading Days after (A) consummation of such Change
of Control or (B) the date of receipt of such Change of Control Notice, such Holder may require the Company to redeem all or any portion
of such Holder’s Preferred Shares by delivering written notice thereof (“Change of Control Redemption Notice”)
to the Company, which Change of Control Redemption Notice shall indicate the number of Preferred Shares such Holder is electing to have
the Company redeem. Each Preferred Share subject to redemption pursuant to this Section 6(b) shall be redeemed by the Company in cash
at a price equal to the product of the Change of Control Redemption Premium multiplied by the Stated Value (the “Change of Control
Redemption Price”). Redemptions required by this Section 6(b) shall have priority to payments to all other stockholders of
the Company in connection with such Change of Control. To the extent redemptions required by this Section 6(b) are deemed or determined
by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be
voluntary prepayments. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable
Change of Control Redemption Price (together with any Late Charges thereon) is paid in full to the applicable Holder, the Preferred Shares
submitted by such Holder for redemption under this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock
pursuant to Section 4 or in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests
of the Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 4. In the event of
the Company’s redemption of any of the Preferred Shares under this Section 6(b), such 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 for a Holder. Accordingly, any redemption premium due under this Section 6(b) is intended
by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and
not as a penalty. The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation
of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and
within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”).
Redemptions required by this Section 6(b) shall be made in accordance with the provisions of Section 12.
(c)
Tag Along Rights. In the event that one or more holders of Common Stock (the “Selling Stockholders”) propose
to Transfer (as defined below), in a single transaction or series of related transactions, shares of Common Stock (or equity interests
convertible into or exchangeable for Common Stock) constituting more than 50% of the outstanding Common Stock of the Company (a “Tag-Along
Sale”) to any third-party (the “Proposed Transferee”), each Holder shall have the right (but not the obligation)
to participate in such Tag-Along Sale on a pro rata basis (based on the number of Preferred Shares then held by such Holder on an as-converted
basis relative to the aggregate number of shares of Common Stock proposed to be sold by the Selling Stockholders) and on the same terms
and conditions as offered to the Selling Stockholders. For purposes of this Section 6(c), “Transfer” means any direct
or indirect sale, assignment, transfer, pledge, hypothecation, or other disposition, whether voluntary or involuntary, of any equity
securities or any legal or beneficial interest therein, including by merger, consolidation, equity exchange or other similar transaction.
The Selling Stockholders shall deliver written notice (a “Tag-Along Notice”) to each Holder not less than twenty (20)
Trading Days prior to the expected closing of the Tag-Along Sale, which notice shall include: (i) the name and address of the Proposed
Transferee, (ii) the number and type of securities proposed to be Transferred, (iii) the proposed purchase price and form of consideration,
and (iv) the other material terms and conditions of the proposed Transfer. Each Holder electing to exercise its tag-along right shall
notify the Selling Stockholders and the Company in writing (a “Tag-Along Election Notice”) within ten (10) Trading
Days after receipt of the Tag-Along Notice, specifying the number of shares (on an as-converted basis) such Holder wishes to include
in the Tag-Along Sale. If a Holder exercises its tag-along rights, the Selling Stockholders shall use commercially reasonable efforts
to cause the Proposed Transferee to purchase the applicable Preferred Shares of such Holder on the same terms and conditions, and for
the same per share consideration on an as-converted basis, as the shares of Common Stock to be sold by the Selling Stockholders. If the
Proposed Transferee refuses to purchase all of the securities proposed to be sold, the number of shares to be sold by the Selling Stockholders
and participating Holders shall be reduced pro rata, and no shares may be Transferred to the Proposed Transferee unless the rights of
the participating Holders under this Section 6(c) have been fully complied with.
7.
Rights Upon Issuance of Purchase Rights, Dilutive Issuances, and Other Corporate Events. From and after the date hereof and until
such time as all Preferred Shares shall be issued and there shall be no Preferred Share remaining outstanding and, to the extent application,
except with respect to an Exempt Issuance:
(a)
Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock
(the “Purchase Rights”), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock
acquirable upon complete conversion of all the Preferred Shares (without taking into account any limitations or restrictions on the convertibility
of the Preferred Shares) held by such Holder immediately prior to the date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights (provided, that, to the extent that such Holder’s right
to participate in any such Purchase Right would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be
entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such shares of Common
Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held
in abeyance for such Holder until such time or times, if ever, as its right thereto would not result in such Holder exceeding the Maximum
Percentage), at which time or times such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such
limitation).
(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to
insure that each Holder will thereafter have the right to receive upon a conversion of all the Preferred Shares held by such Holder (i)
in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which such Holder would
have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation
of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares contained
in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities
or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such
amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued with conversion
rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate
with the Conversion Rate. Provision made pursuant the proceeding sentence shall be in a form and substance satisfactory to the Required
Holders. The provisions of this Section 7(b) shall apply similarly and equally to successive Corporate Events and shall be applied without
regard to any limitations on the conversion or redemption of the Preferred Shares contained in this Certificate of Designations.
(c)
Dilutive Issuance. If the Company or any Subsidiary thereof, as applicable, at any time while any of the Preferred Shares is outstanding,
shall issue shares of Common Stock or Common Stock Equivalents or sell or grant any option to purchase, or sell or grant any right to
reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares
of Common Stock or Common Stock Equivalents, at an effective price per share less than the Conversion Price then in effect (such lower
price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being
understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents so issued shall at any time, whether
by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock
at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for less than
the Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each
Dilutive Issuance the Conversion Price shall be reduced and only reduced to the Base Share Price. Such adjustment shall be made whenever
such shares of Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid
or issued under this Section 7(c) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the
Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section
5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing
terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides
a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any Dilutive Issuance, each Holder is entitled to receive
a number of Conversion Shares based upon the Base Share Price regardless of whether such Holder accurately refers to the Base Share Price
in the Notice of Conversion. If the Company enters into a transaction for Variable-Priced Equity-Linked Instruments (as defined in the
Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued shares of
Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted
or exercised.
(d)
Leak-out. All Holders of Preferred Shares collectively shall not, on any Trading Day, sell a number of Conversion Shares which
equals more than 10% of the total daily share volume as reported by the applicable Trading Market. The foregoing limitation shall not
apply to any sale of Conversion Shares at a price equal to or greater than 115% of the Closing Sale Price for the Common Stock on the
prior Trading Day.
8.
[Reserved].
9.
Company Optional Redemption. At any time that no Equity Conditions Failure exists, the Company shall have the right to redeem
all, but not less than all, of the Preferred Shares then outstanding (the “Company Optional Redemption Amount”) on
the Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The Preferred Shares
subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price (the “Company Optional
Redemption Price”) equal to 110% of the Stated Value plus all accrued and unpaid dividends thereon until the applicable Company
Optional Redemption Date. The Company may exercise its right to require redemption under this Section 9 by delivering a written notice
thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holders (the “Company Optional
Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption
Notice Date”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption
Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption
shall occur (the “Company Optional Redemption Date”) which date shall not be less than ten (10) Trading Days nor more
than one hundred (100) Trading Days following the Company Optional Redemption Notice Date, (y) certify that there has been no Equity
Conditions Failure and (z) state the aggregate Conversion Amount of the Preferred Shares which is being redeemed in such Company Optional
Redemption from such Holder and all of the other Holders of the Preferred Shares pursuant to this Section 9 on the Company Optional Redemption
Date. Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption
Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall
provide each Holder a subsequent notice to that effect and (B) unless such Holder waives the Equity Conditions Failure, the Company Optional
Redemption with respect to such Holder shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void
and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount
may be converted, in whole or in part, by any Holder into shares of Common Stock pursuant to Section 4. All Conversion Amounts converted
by a Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of the Preferred Shares
of such Holder required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 9 shall be
made in accordance with Section 12. In the event of the Company’s redemption of any of the Preferred Shares under this Section
9, a 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 for such Holder. Accordingly, any redemption
premium due under this Section 9 is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s
actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect
a Company Optional Redemption if any Triggering Event has occurred and continuing, but any Triggering Event shall have no effect upon
any Holder’s right to convert Preferred Shares in its discretion.
10.
Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation
(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in
good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights
of the Holders. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other
Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion
of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred
Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of
its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum
number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding
(without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the seventy-five
(75) calendar day anniversary of the Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full
for any reason (other than pursuant to restrictions set forth in Section 4(d)(i)), the Company shall use its best efforts to promptly
remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into
shares of Common Stock.
11.
Authorized Shares.
(a)
Reservation. So long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and
keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares,
a number of shares of Common Stock, as of any date of determination, for each of the Preferred Shares in accordance with the following
formula:
| |
P |
x
2.5 = Share Reserve |
| |
(T) |
| |
P
= |
The
aggregate Purchase Price (as defined the Securities Purchase Agreement) of the Preferred Shares issued on or prior to such date of
determination; |
| |
|
|
| |
T
= |
The
applicable Conversion Base Price as of such date of determination; |
provided,
that the Share Reserve shall in no event be less than 250% of the number of shares of Common Stock as shall from time to time be necessary
to effect the conversion of all of the Preferred Shares then outstanding (without regard to any limitations on conversions) (the “Required
Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)
shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance
Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the
event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated
a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person
which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number
of the Preferred Shares then held by the Holders.
(b)
Insufficient Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, while any of the Preferred Shares
remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation
to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve
Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than forty five (45) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares
of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its
reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause
its board of directors to recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited
from issuing shares of Common Stock to a Holder upon any conversion due to the failure by the Company to have sufficient shares of Common
Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized
Failure Shares”), in lieu of delivering such Authorized Failure Shares to such Holder, the Company shall pay cash in exchange
for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum
of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any
Trading Day during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized
Failure Shares to the Company and ending on the date of such issuance and payment under this Section 11(a); and (ii) to the extent such
Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder
of Authorized Failure Shares, any brokerage commissions, if any, of such Holder incurred in connection therewith. Nothing contained in
Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.
12.
Redemptions.
(a)
General. If a Holder has submitted a Triggering Event Redemption Notice in accordance with Section 5(b), the Company shall deliver
the applicable Triggering Event Redemption Price and the applicable number of Trigger Event Conversion Shares to such Holder in cash
within five (5) Business Days after the Company’s receipt of such Holder’s Triggering Event Redemption Notice. If a Holder
has submitted a Change of Control Redemption Notice in accordance with Section 6(b), the Company shall deliver the applicable Change
of Control Redemption Price to such Holder in cash concurrently with the consummation of such Change of Control if such notice is received
prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice
otherwise. If a Holder has submitted an Outside Date Redemption Notice in accordance with Section 13, the Company shall deliver the applicable
Outside Date Redemption Price to such Holder in cash on the applicable Outside Date Redemption Date. If a Holder has submitted a Financing
Redemption Notice in accordance with Section 13, the Company shall deliver the applicable Financing Redemption Price to such Holder in
cash on the applicable Financing Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to each
Holder in cash on the applicable Company Optional Date. In the event of a redemption of less than all of the Preferred Shares, the Company
shall promptly cause to be issued and delivered to such Holder a new Preferred Certificate (in accordance with Section 20) representing
the number of Preferred Shares which have not been redeemed. In the event that the Company does not pay the applicable Redemption Price
to a Holder within the time period required for any reason (except if such payment is prohibited pursuant to the NRS), at any time thereafter
and until the Company pays such unpaid Redemption Price in full, such Holder shall have the option, in lieu of redemption, to require
the Company to promptly return to such Holder all or any of the Preferred Shares that were submitted for redemption and for which the
applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice,
(x) the applicable Redemption Notice shall be null and void with respect to such Preferred Shares, (y) the Company shall immediately
return the applicable Preferred Share Certificate, or issue a new Preferred Share Certificate (in accordance with Section 20(d)), to
such Holder, and in each case the Additional Amount of such Preferred Shares shall be increased by an amount equal to the difference
between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12(a), if applicable) minus
(2) the Stated Value portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of such Preferred Shares
shall be automatically adjusted with respect to each conversion effected thereafter by such Holder to the lowest of (A) the Conversion
Price as in effect on the date on which the applicable Redemption Notice is voided, (B) 80% of the lowest Closing Bid Price of the Common
Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and
ending on and including the date on which the applicable Redemption Notice is voided and (C) 75% of the quotient of (I) the sum of the
five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day
immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period).
A Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the
Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to
the Preferred Shares subject to such notice.
(b)
Redemption by Multiple Holders. Upon the Company’s receipt of a Redemption Notice from any Holder for redemption or repayment
as a result of an event or occurrence substantially similar to the events or occurrences described in Section 5(b) or Section 6(b), the
Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to each other Holder by facsimile or
electronic mail a copy of such notice. If the Company receives one or more Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is three (3) Business Days prior to the Company’s receipt of the initial Redemption Notice
and ending on and including the date which is three (3) Business Days after the Company’s receipt of the initial Redemption Notice
and the Company is unable to redeem all principal, interest and other amounts designated in such initial Redemption Notice and such other
Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each Holder
based on the principal amount of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company
during such seven (7) Business Day period.
(c)
Redemption Upon Subsequent Financing. At any time, any Holder may require the Company to redeem (a “Financing Redemption”)
Preferred Shares held by such Holder at a purchase price equal to 100% of the Conversion Amount of such Preferred Shares (the “Financing
Redemption Price”) from the proceeds of any new issuance of public or private equity or debt securities (including, for the
avoidance of doubt, proceeds from any equity line of credit or committed equity financing facility), or from the proceeds of any exercise
of existing warrants of the Company, by delivery of written notice thereof (the “Financing Redemption Notice”) to
the Company. The amount of such redemption shall be: (i) an amount equal to twenty-five percent (25%) of the net proceeds received by
the Company (or any of its Subsidiaries) until such time as the cumulative total of all net proceeds received is equal to or less than
$10,000,000; and (ii) thirty-five percent (35%) of the net proceeds received by the Company (or any of its Subsidiaries) thereafter.
The Financing Redemption Notice shall state the date the Company is required to pay to such Holder such Financing Redemption Price (the
“Financing Redemption Date”), which date shall be no earlier than ten (10) Business Days following the date of delivery
of such Mandatory Redemption Notice. Such redemption obligation shall apply only if the VWAP of the Common Stock for at least five (5)
consecutive Trading Days immediately prior to the Holder’s redemption request is less than the Conversion Price then in effect.
Redemptions required by this section 12(c) shall be made in accordance with the provisions of Section 12.
13.
Holder Optional Redemption after Outside Date. At any time after the Outside Date, any Holder may require the Company to redeem
(a “Outside Date Redemption”) all or any number of Preferred Shares held by such Holder at a purchase price equal
to 100% of the Conversion Amount of such Preferred Shares (the “Outside Date Redemption Price”) by delivery of written
notice thereof (the “Outside Date Redemption Notice”) to the Company. The Outside Date Redemption Notice shall state
the date the Company is required to pay to such Holder such Outside Date Redemption Price (the “Outside Date Redemption Date”),
which date shall be no earlier than ten (10) Business Days following the date of delivery of such Mandatory Redemption Notice. Redemptions
required by this Section 13 shall be made in accordance with the provisions of Section 12.
14.
Voting Rights. Holders of Preferred Shares shall have no voting rights, except as required by law (including without limitation,
the NRS) and as expressly provided in this Certificate of Designations.
15.
Covenants.
(a)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
incur or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Debt) and shall not modify, waive or replace any
Permitted Debt.
(b)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any Lien upon or in any property or assets (including accounts and contract rights) owned by the Company or
any of its Subsidiaries other than Permitted Liens.
(c)
Restricted Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other
than any amounts payable pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium,
if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment,
(i) an event constituting a Triggering Event has occurred and is continuing or (ii) an event that with the passage of time and without
being cured would constitute a Triggering Event has occurred and is continuing.
(d)
Restriction on Asset Transfers. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, enter into any Asset Transfer with respect to any assets or rights of the Company or any Subsidiary owned or hereafter acquired
to any Person(s) (including, without limitation, to any foreign Subsidiary), other than (i) Asset Transfers in the ordinary course of
business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of business.
(e)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Outside Date.
(f)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated
to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental
thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their
corporate structure or purpose.
(g)
Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.
(h)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.
(i)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or
material to the conduct of its business in full force and effect.
(j)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts
and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses similarly situated.
(k)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend
or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer
or exchange of property or assets of any kind or the rendering of services of any kind) with any Subsidiary or Affiliate, except in the
ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation
of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not a Subsidiary or Affiliate thereof.
(l)
Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Holders of sixty-five
percent (65%) in aggregate principal amount of the Preferred Shares then outstanding, (i) issue any Preferred Shares (other than as contemplated
by the Securities Purchase Agreement and this Certificate of Designations) or (ii) issue any other securities that would cause a breach
or default under this Certificate of Designations or the Warrants.
16.
Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out
of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation
Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock
then outstanding, an amount per Preferred Share equal to the greater of (i) 200% of Stated Value or (ii) the amount the Holder would
receive if such Holder converted such Preferred Shares into Common Stock immediately prior to the date of such payment, including accrued
and unpaid dividends; provided, that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders and
holders of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds
equal to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in
accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds
payable to all holders of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause
such actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation
Event to be distributed to the Holders in accordance with this Section 16. All the preferential amounts to be paid to the Holders under
this Section 16 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution
of any Liquidation Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this
Section 16 applies.
17.
Distribution of Assets. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire
its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then each Holder, as holders
of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of
the Preferred Shares) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, that, to the extent
that such Holder’s right to participate in any such Distribution would result in such Holder exceeding the Maximum Percentage,
then such Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution
shall be held in abeyance for such Holder until such time or times as its right thereto would not result in such Holder exceeding the
Maximum Percentage, at which time or times, if any, such Holder shall be granted such rights (and any rights under this Section 17 on
such initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such
limitation).
18.
Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote
or written consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation,
without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the
Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision
to, its Articles of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares
of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions
provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Articles
of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number
of Preferred Shares; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new
class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution
of assets on the liquidation, dissolution or winding up of the Company; (d) purchase, repurchase or redeem any shares of capital stock
of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been
approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); (e) without
limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any capital stock of the Company junior
in rank to the Preferred Shares; (f) issue any Preferred Shares other than pursuant to the Securities Purchase Agreement; or (g) without
limiting any provision of Section 9, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred
Shares.
19.
Transfer of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Company.
20.
Reissuance of Preferred Certificates.
(a)
Transfer. If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share
Certificate to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new Preferred Share
Certificate (in accordance with Section 20(d)), registered as such Holder may request, representing the outstanding number of Preferred
Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new
Preferred Share Certificate (in accordance with Section 20(d)) to such Holder representing the outstanding number of Preferred Shares
not being transferred. Such Holder and any assignee, by acceptance of the Preferred Share Certificate, acknowledge and agree that, by
reason of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number
of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred
Shares.
(b)
Lost, Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of a Preferred Share Certificate (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 applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation
of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance
with Section 20(d)) representing the applicable outstanding number of Preferred Shares.
(c)
Preferred Share Certificate Exchangeable for Different Denominations. Each Preferred Share Certificate is exchangeable, upon the
surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred
Share Certificate(s) (in accordance with Section 20(d)) representing in the aggregate the outstanding number of the Preferred Shares
in the original Preferred Share Certificate, and each such new Preferred Share Certificate will represent such portion of such outstanding
number of Preferred Shares from the original Preferred Share Certificate as is designated by such Holder at the time of such surrender.
(d)
Issuance of New Preferred Share Certificate. Whenever the Company is required to issue a new Preferred Share Certificate pursuant
to the terms of this Certificate of Designations, such new Preferred Share Certificate (i) shall represent, as indicated on the face
of such Preferred Share Certificate, the number of Preferred Shares remaining outstanding (or in the case of a new Preferred Share Certificate
being issued pursuant to Section 20(a) or Section 20(c), the number of Preferred Shares designated by such Holder which, when added to
the number of Preferred Shares represented by the other new Preferred Share Certificates issued in connection with such issuance, does
not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate immediately prior to such
issuance of new Preferred Share Certificate), and (ii) shall have an issuance date, as indicated on the face of such new Preferred Share
Certificate, which is the same as the issuance date of the original Preferred Share Certificate.
21.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations
shall be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction
Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall
limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of
this Certificate of Designations. The Company covenants to each Holder that there shall be no characterization concerning this instrument
other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and
the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available
remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss
and without any bond or other security being required. The Company shall provide all information and documentation to a Holder that is
reasonably requested by such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of
this Certificate of Designations.
22.
Payment of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under
this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations
or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’
rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs incurred by such Holder for
such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including,
without limitation, reasonable attorneys’ fees and disbursements.
23.
Construction; Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders
and shall not be construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience
of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations. 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 words of 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 Certificate of Designations instead of just the provision in which they are found. Unless
expressly indicated otherwise, all section references are to sections of this Certificate of Designations. Terms used in this Certificate
of Designations and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to
such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Required Holders.
24.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Company or a Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted
by the Company and all Holders and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing
contained in this Section 24 shall permit any waiver of any provision of Section 4(d).
25.
Dispute Resolution.
(a)
Submission to Dispute Resolution.
(i)
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or a fair market value or
the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation,
a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case may be) shall submit
the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days after the occurrence
of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned of the circumstances
giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid
Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion
Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial
notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such
Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.
(ii)
Such Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 25(a)(ii) 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 such Holder
selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding
clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood
and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby
waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute
and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment
bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise
requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation
or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).
(iii)
The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such
Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses
of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final
and binding upon all parties absent manifest error.
(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 25(b) constitutes an agreement to arbitrate
between the Company and each Holder (and constitutes an arbitration agreement) under §7501, et seq. of the New York Civil Practice
Law and Rules (“CPLR”) and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR
§7503(a) in order to compel compliance with this Section 25(b), (ii) the terms of this Certificate of Designations and each other
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 such
investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving
such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations
and any other applicable Transaction Documents, (iii) the applicable Holder (and only such Holder with respect to disputes solely relating
to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25(b) to any state or federal
court sitting in the City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25(b) and (iv)
nothing in this Section 25(b) shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without
limitation, with respect to any matters described in this Section 25(b)).
26.
Notices; Currency; Payments.
(a)
Notices. The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to
the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever
notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing
and shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide each Holder with prompt
written notice of all actions taken pursuant to this Certificate of Designations, including in reasonable detail a description of such
action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder
(i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided that, in each case, such information
shall be made known to the public prior to or in conjunction with such notice being provided to such Holder.
(b)
Currency. All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies
(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designations,
the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed
that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such
period of time).
(c)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations,
unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified
check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided
to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement); provided, that such Holder may elect to receive a payment of cash via wire transfer
of immediately available funds by providing the Company with prior written notice setting out such request and such Holder’s wire
transfer instructions. Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on any day which
is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount due under the Transaction
Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest
on such amount at the rate of nine percent (9%) per annum from the date such amount was due until the same is paid in full (“Late
Charge”).
27.
Waiver of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and
all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of
Designations and the Securities Purchase Agreement.
28.
Governing Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Except as otherwise required by Section 25, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall limit, or shall be deemed
or construed to limit, any provision of Section 25. 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 CERTIFICATE OF DESIGNATIONS
OR ANY TRANSACTION CONTEMPLATED HEREBY.
29.
Judgment Currency.
(a)
If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 29 referred to as the “Judgment Currency”)
an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on
the Trading Day immediately preceding:
(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or
(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of
which such conversion is made pursuant to this Section 29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).
(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 29(a)(ii), there is a change in the Exchange
Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay
such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate
prevailing on the date of payment, will produce the amount of U.S. dollars which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(c)
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Certificate of Designations.
30.
Severability. If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid
or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall
be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of
Designations as so modified continues to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
31.
Maximum Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed
to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the
event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.
32.
Stockholder Matters; Amendment.
(a)
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant
to the NRS, the Articles of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares
may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders,
all in accordance with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable sections
of the NRS permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
(b)
Amendment. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting
duly called for such purpose, or written consent without a meeting in accordance with the NRS, of the Required Holders, voting separate
as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the NRS and the Articles of
Incorporation.
33.
Most Favored Nation Protection. So long as any of the Preferred Shares are outstanding, upon any issuance by the Company of any
new security or any change to the terms of the Warrants (but excluding any Exempt Issuance), with any term that any Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that any Holder reasonably
believes was not similarly provided to the Holders of the Preferred Shares, then (i) such Holder shall notify the Company of such additional
or more favorable term within three (3) Trading Days of the issuance or amendment (as applicable) of the respective security or if later,
within three (3) Trading Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive
transaction documents, and (ii) such term, at the Holder’s option, shall become a part of this Certificate of Designations (regardless
of whether the Company or Holder complied with the notification provision of this Certificate of Designations or the Purchase Agreement).
The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion or exercise discounts, conversion or exercise lookback periods, and discounts to the effective price
per share of an offering. If such Holder elects to have the term become a part of this Certificate of Designations, then the Company
shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgement”)
within one (1) Trading Day of Company’s receipt of request from Holder, provided that Company’s failure to timely provide
the Acknowledgement shall not affect the automatic amendments contemplated hereby.
34.
Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:
(a)
“Affiliate”, “Closing Date” (which is the date the Company initially issued the Preferred Shares
and the Warrants pursuant to the terms of the Securities Purchase Agreement), “Indebtedness”, “Intellectual
Property Rights”, “Lien”, “Transaction Documents”, “Warrants” and
“Warrant Shares” each shall have the meaning ascribed to such terms in the Securities Purchase Agreement.
(b)
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
(c)
“Additional Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared
and unpaid Dividends on such Preferred Share.
(d)
“Asset Transfer” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, conveyance, transfer,
assignment or other disposition to, or any exchange of property (other than cash) with, any Person of, or any other transaction permitting
any Person to acquire, in one transaction or a series of transactions, any interest in, all or any part of a business or any property
of any kind (other than cash) including a spin-off, split-off, sale, factoring at maturity, collection of or other disposal, with or
without recourse, of any notes or accounts receivable.
(e)
“Bloomberg” means Bloomberg, L.P.
(f)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New
York are authorized or required by law to remain closed.
(g)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct
or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification
of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and,
directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity (or entities with the
authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity
or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely
for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.
(h)
“Change of Control Redemption Premium” means 200%.
(i)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on the applicable Trading Market, as reported by Bloomberg, or,
if the applicable Trading Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if the foregoing does not apply, the last closing bid price or last trade price, respectively,
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no
closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the
ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.
(formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall
be the fair market value as mutually determined by the Company and the Required Holder. If the Company and the Required Holders are unable
to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section
25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during such period.
(j)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.
(k)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any shares of Common Stock.
(l)
“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns
any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part
of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.
(m)
“Dividend Rate” means eight percent (10.0%) per annum, as may be adjusted from time to time in accordance with Section
3.
(n)
“Eligible Market” means the Trading Market (as defined in the Securities Purchase Agreement).
(o)
“Equity Conditions” means, with respect to a given date of determination: (i) on each day during the period beginning
thirty calendar days prior to the applicable date of determination or, if the Company has been listed on an Eligible Market for less
than thirty calendar days, beginning on the initial listing date, and ending on and including the applicable date of determination (the
“Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation (as applicable) on an
Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2)
days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or
suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable
notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible
Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock
is then listed or designated for quotation, and all cure periods afforded by such Eligible Market have passed (as applicable); (ii) during
the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of the Preferred
Shares on a timely basis as set forth in Section 4 and all other shares of capital stock required to be delivered by the Company on a
timely basis as set forth in the other Transaction Documents; (iii) any shares of Common Stock to be issued in connection with the event
requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination)
may be issued in full without violating Section 4(d); (iv) any shares of Common Stock to be issued in connection with the event requiring
determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without
regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible
Market on which the Common Stock is then listed or designated for quotation (as applicable); (v) on each day during the Equity Conditions
Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not
been abandoned, terminated or consummated; (vi) the Holder shall not be in possession of any material, non-public information provided
to any of them by the Company, any of its Subsidiaries, Affiliates or any of their respective staff members (whether classified as employees
or independent contractors), officers, directors, managers, managing members, representatives, agents or the like; (vii) on each day
during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached
any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or
materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including,
without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (viii) on each
Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Price Failure as of such applicable date
of determination; (ix) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable
Required Minimum Securities Amount of shares of Common Stock are available under the Articles of Incorporation of the Company and reserved
by the Company to be issued pursuant to the Preferred Shares and (B) all shares of Common Stock to be issued in connection with the event
requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination
(without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure;
(x) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist a Triggering Event
or an event that with the passage of time or giving of notice would constitute a Triggering Event; and (xi) the shares of Common Stock
issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading
without restriction on an Eligible Market.
(p)
“Equity Conditions Failure” means, as of any given date of determination, that on any day during the period commencing
twenty (20) Trading Days prior to such date of determination, the Equity Conditions have not been satisfied (or waived in writing by
the applicable Holder).
(q)
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, directors, advisors
or independent contractors of the Company; provided, that such issuance is approved by a majority of the board of directors of
the Company; and provided, further, that such issuance shall not exceed in the aggregate 5% of the outstanding shares of
Common Stock without the prior approval of the Required Holders; (ii) securities issued upon the exercise or exchange of or conversion
of any Preferred Shares issued hereunder; (iii) shares of Common Stock under the provisions of an Equity Line of Credit extended by Ascent
Partners Fund LLC or its designee or affiliate; and (iv) shares of Common Stock or Common Stock Equivalents issuable upon conversion,
exercise, or exchange of other securities issued by the Company prior to the effective date of the Securities Purchase Agreement, provided
that the terms of such securities have not been amended since the effective date of the Securities Purchase Agreement to increase the
number of such securities or to decrease the exercise price or conversion price of such securities; provided, further, that notwithstanding
anything to the contrary herein, the issuance of shares of the Company’s Common Stock issuable upon the conversion of Series B-1
Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, k, Series C Preferred Stock, and Series D Preferred Stock in
accordance with the terms of the Certificates of Designation for such classes, shall be considered an Exempt Issuance.
(r)
“Fundamental Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in
one or more related transactions, (1) consolidate or merge with or into (except where the Company or any of its Subsidiaries is the surviving
corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all
of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by such holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby
such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting
Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination), or (5) the Company or any of its Subsidiaries
shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock (which shall
not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of
Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) shall initially become, at a time after
the effective date of the Securities Purchase Agreement, the “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the
Company.
(s)
“GAAP” means United States generally accepted accounting principles, consistently applied.
(t)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5
thereunder.
(u)
“Holder Pro Rata Amount” means, with respect to any Holder, a fraction (i) the numerator of which is the number of
Preferred Shares issued to such Holder pursuant to the Securities Purchase Agreement on the Initial Issuance Date and (ii) the denominator
of which is the number of Preferred Shares issued to all Holders pursuant to the Securities Purchase Agreement on the Initial Issuance
Date.
(v)
“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary
liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of
the assets of the business of the Company and its Subsidiaries, taken as a whole.
(w)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date,
directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person
or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,
collectively, “New Subsidiaries”.
(x)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.
(y)
“Outside Date” shall mean June 11, 2027.
(z)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Change of Control.
(aa)
“Permitted Debt” means (i) Indebtedness as in effect as of the Subscription Date, (ii) Indebtedness secured by Permitted
Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens; (iii) any borrowing that the Company
may undertake as secured by its intellectual property.; (iv) trade payables and accrued expenses incurred in the ordinary course of business
consistent with past practice; (v) liabilities not required by GAAP to be reflected in the Company’s financial statements and not
required to be disclosed in filings made with the SEC; and (v) short-term working capital loans used to finance specific company expenses,
taken in a manner generally consistent with past practice, and not to exceed $1.5 million in the aggregate in any calendar year.
(bb)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)
Liens (A) upon or in any equipment, fixtures, or other tangible asset acquired or held by the Company or any of its Subsidiaries to secure
the purchase price of such equipment, fixtures, or other tangible asset or Indebtedness incurred solely for the purpose of financing
the acquisition or lease of such equipment, fixtures, or other tangible asset or (B) existing on such equipment, fixtures, or other tangible
asset at the time of its acquisition, provided, that the Lien is confined solely to the property so acquired and improvements
thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1.5 million
without written consent of the Required Holders, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness
secured by Liens of the type described in clause (iv) above, provided, that any extension, renewal or replacement Lien shall be
limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced
does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties
in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting
a Triggering Event under Section 5(a)(xi); (viii) Liens with respect to the Permitted Senior Indebtedness; and (ix) Liens in effect as
of the Subscription Date
(cc)
“Permitted Senior Indebtedness” means the Indebtedness as in effect as of the date hereof.
(dd)
“Person” means an individual, partnership, corporation, incorporated or unincorporated association, limited liability
company, limited liability partnership, joint stock company, land trust, business trust or unincorporated organization, or a government
or agency, department or other subdivision thereof or other entity of any kind.
(ee)
“Price Failure” means, with respect to a particular date of determination, that the average of the VWAP of the Common
Stock over the five (5) consecutive Trading Days ending on the Trading Day immediately prior to such date is less than 110% of the Conversion
Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after
the Subscription Date). The average shall be calculated by dividing (i) the sum of the VWAPs for each of the five (5) Trading Days by
(ii) five (5). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during any such measuring period.
(ff)
“Redemption Notices” means, collectively, the Triggering Events Redemption Notices, the Outside Date Redemption Notice
and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice”.
(gg)
“Redemption Premium” means 200%.
(hh)
“Redemption Prices” means, collectively, Triggering Event Redemption Prices and the Change of Control Redemption Prices,
and each of the foregoing, individually, a “Redemption Price”.
(ii)
“SEC” means the Securities and Exchange Commission or the successor thereto.
(jj)
“Securities Purchase Agreement” means that certain securities purchase agreement by and among the Company and the
initial holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance with the terms thereof.
(kk)
“Solvent” means, with respect to any Person, that on the date of determination such Person is able to pay all liabilities
of such Person as such liabilities mature and does not have unreasonably small capital. In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
(ll)
“Stated Value” shall mean $10.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,
reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with
respect to the Preferred Shares.
(mm)
“Subscription Date” means October 27, 2025.
(nn)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,
and each of the foregoing, individually, a “Subsidiary”.
(oo)
“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting
from or surviving any Change of Control or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such
Change of Control shall have been entered into.
(pp)
“Trading Day” 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 applicable Trading Market; provided, that “Trading Day”
shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day
that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New
York time) unless such day is otherwise designated as a Trading Day in writing by the Required Holders or (y) with respect to all determinations
other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto)
is open for trading of securities.
(qq)
“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders
thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers,
trustees or other similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class
or classes shall have or might have voting power by reason of the happening of any contingency).
(rr)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the applicable
Trading Market during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.
(formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of
such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company
and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 25. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination, recapitalization or other similar transaction during such period.
35.
Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations,
unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within four (4) Business Days after any such receipt or delivery
publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes
that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate
to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, such Holder shall be allowed
to presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or any
of its Subsidiaries. Nothing contained in this Section 35 shall limit any obligations of the Company, or any rights of any Holder, under
Section 4(i) of the Securities Purchase Agreement.
*
* * * *
IN
WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series G Convertible Preferred Stock of Our Bond, Inc.
to be signed by its Chief Executive Officer on this 11th day of June, 2026.
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Our
Bond, Inc. |
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By:
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/s/
Doron Kempel |
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Name:
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Doron
Kempel |
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Title:
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Chief
Executive Officer |
EXHIBIT
I
OUR
BOND, INC.
CONVERSION
NOTICE
Reference
is made to the Amended and Restated Certificate of Designations, Preferences and Rights of the Series G Convertible Preferred Stock of
Our Bond, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to convert the number of shares of Series G Convertible Preferred Stock, $0.0001 par value per share (the
“Preferred Shares”), of Our Bond, Inc., a Nevada corporation (the “Company”), indicated below into
shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified
below.
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Aggregate
number of Preferred Shares to be converted: |
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Aggregate
Stated Value of such Preferred Shares to be converted: |
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Aggregate
accrued and unpaid Dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such Aggregate Dividends
to be converted: |
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AGGREGATE
CONVERSION AMOUNT TO BE CONVERTED: |
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Please confirm the following information:
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Conversion
Price: |
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Number
of shares of Common Stock to be issued: |
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Please
issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:
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☐ |
Check
here if requesting delivery as a certificate to the following name and to the following address: |
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Issue
to: |
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☐ |
Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows: |
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DTC
Participant: |
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DTC
Number: |
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Account
Number: |
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Date: _____________ __,
Name of Registered Holder
E-mail
Address:
EXHIBIT
II
ACKNOWLEDGMENT
The
Company hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number of shares
of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed
to by ________________________.
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[________________________] |
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By: |
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Name: |
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Title: |
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Exhibit
3.2
AMENDMENT
NO. 2 TO
CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
THE
SERIES C CONVERTIBLE PREFERRED STOCK OF
OUR
BOND, INC.
PURSUANT
TO SECTION 78.1955 OF THE
NEVADA
REVISED STATUTES
I,
Doron Kempel, hereby certify that I am the Chief Executive Officer of Our Bond, Inc. (the “Company”), a corporation
incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”) and further do hereby certify
that:
1.
Pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s
Articles of Incorporation, as amended (the “Articles of Incorporation”), on September 16, 2025 the Company filed the
Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company with the Nevada Secretary
of State.
2.
On May 14, 2026, pursuant to the authority expressly conferred upon the Board by the Articles of Incorporation, the Company filed Amendment
No. 1 to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company with the
Nevada Secretary of State.
3.
On June 11, 2026, the Board of Directors of the Company and the requisite shareholders of the Company’s Series C Convertible Preferred
Stock duly adopted and approved the following resolutions adopting this Amendment No. 2 to the Certificate of Designations, Preferences
and Rights of the Series C Convertible Preferred Stock:
RESOLVED,
that the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock is hereby amended as follows:
1.
Section 12(c) is hereby amended to read, in its entirety, as follows:
“(c)
Redemption Upon Subsequent Financing. At any time, any Holder may require the Company to redeem (a “Financing Redemption”)
Preferred Shares held by such Holder at a purchase price equal to 100% of the Conversion Amount of such Preferred Shares (the “Financing
Redemption Price”) from the proceeds of any new issuance of public or private equity or debt securities (including, for the
avoidance of doubt, proceeds from any equity line of credit or committed equity financing facility), or from the proceeds of any exercise
of existing warrants of the Company, by delivery of written notice thereof (the “Financing Redemption Notice”) to
the Company. The amount of such redemption shall be: (i) an amount equal to twenty-five percent (25%) of the net proceeds received by
the Company (or any of its Subsidiaries) until such time as the cumulative total of all net proceeds received is equal to or less than
$10,000,000; and (ii) thirty-five percent (35%) of the net proceeds received by the Company (or any of its Subsidiaries) thereafter.
The Financing Redemption Notice shall state the date the Company is required to pay to such Holder such Financing Redemption Price (the
“Financing Redemption Date”), which date shall be no earlier than ten (10) Business Days following the date of delivery
of such Mandatory Redemption Notice. Such redemption obligation shall apply only if the VWAP of the Common Stock for at least five (5)
consecutive Trading Days immediately prior to the Holder’s redemption request is less than the Conversion Price then in effect.
Redemptions required by this section 12(c) shall be made in accordance with the provisions of Section 12.”
2.
All other provisions of the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock not modified
hereby shall remain in full force and effect as set forth therein.
*
* * * *
IN
WITNESS WHEREOF, the Company has caused this Amendment No. 2 to the Certificate of Designations of Series C Convertible Preferred
Stock of Our Bond, Inc. to be signed by its Chief Executive Officer on this 11th day of June 2026.
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Our
Bond, Inc. |
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By:
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/s/
Doron Kempel |
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Name:
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Doron
Kempel |
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Title:
|
Chief
Executive Officer |
Exhibit
3.3
AMENDMENT
NO. 2 TO
AMENDED
AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF
THE
SERIES D CONVERTIBLE PREFERRED STOCK OF
OUR
BOND, INC.
PURSUANT
TO SECTION 78.1955 OF THE
NEVADA
REVISED STATUTES
I,
Doron Kempel, hereby certify that I am the Chief Executive Officer of Our Bond, Inc. (the “Company”), a corporation
incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”) and further do hereby certify
that:
1.
Pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the
Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), on December 12, 2025 the
Company filed the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred
Stock of the Company with the Nevada Secretary of State.
2.
On May 14, 2026, pursuant to the authority expressly conferred upon the Board by the Articles of Incorporation, the Company filed
Amendment No. 2 to the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible
Preferred Stock of the Company with the Nevada Secretary of State.
3.
On June 11, 2026, the Board of Directors of the Company and the requisite shareholders of the Company’s Series D Convertible
Preferred Stock duly adopted and approved the following resolutions adopting this Amendment No. 2 to the Amended and Restated
Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock:
RESOLVED,
that the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock is
hereby amended as follows:
1.
Section 12(c) is hereby amended to read, in its entirety, as follows:
“(c)
Redemption Upon Subsequent Financing. At any time, any Holder may require the Company to redeem (a “Financing Redemption”)
Preferred Shares held by such Holder at a purchase price equal to 100% of the Conversion Amount of such Preferred Shares (the “Financing
Redemption Price”) from the proceeds of any new issuance of public or private equity or debt securities (including, for the
avoidance of doubt, proceeds from any equity line of credit or committed equity financing facility), or from the proceeds of any exercise
of existing warrants of the Company, by delivery of written notice thereof (the “Financing Redemption Notice”) to
the Company. The amount of such redemption shall be: (i) an amount equal to twenty-five percent (25%) of the net proceeds received by
the Company (or any of its Subsidiaries) until such time as the cumulative total of all net proceeds received is equal to or less than
$10,000,000; and (ii) thirty-five percent (35%) of the net proceeds received by the Company (or any of its Subsidiaries) thereafter.
The Financing Redemption Notice shall state the date the Company is required to pay to such Holder such Financing Redemption Price (the
“Financing Redemption Date”), which date shall be no earlier than ten (10) Business Days following the date of delivery
of such Mandatory Redemption Notice. Such redemption obligation shall apply only if the VWAP of the Common Stock for at least five (5)
consecutive Trading Days immediately prior to the Holder’s redemption request is less than the Conversion Price then in effect.
Redemptions required by this section 12(c) shall be made in accordance with the provisions of Section 12.”
2.
All other provisions of the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible
Preferred Stock not modified hereby shall remain in full force and effect as set forth therein.
*
* * * *
IN
WITNESS WHEREOF, the Company has caused this Amendment No. 2 to Amended and Restated Certificate of Designations of Series D Convertible Preferred
Stock of Our Bond, Inc. to be signed by its Chief Executive Officer on this 11th day of June, 2026.
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Our
Bond, Inc. |
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|
|
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By:
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/s/
Doron Kempel |
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Name:
|
Doron
Kempel |
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Title:
|
Chief
Executive Officer |
Exhibit
10.1
EXCHANGE
AGREEMENT
This
Exchange Agreement (this “Agreement”) is dated as of June 11, 2026, between Our Bond, Inc. (the “Company”
or “Our Bond”) and the holder identified on the signature page hereto (the “Holder”).
WHEREAS,
the Holder beneficially owns and holds the following promissory notes of the Company: (i) a promissory note issued March 1, 2025 in the
original principal amount of $2,500,000, with a current balance of $2,292,179.85 (the “March Note”); and (ii)
a promissory note issued May 4, 2026 in the original principal amount of $1,000,000, with a current balance of $1,010,277.78 (the “May
Note”) (collectively, the “Original Notes”) which are currently due and owing, including all accrued and
unpaid interest thereon through the Closing Date (as defined below), and have an aggregate current value of $3,302,457.63;
WHEREAS,
the Holder desires to exchange all amounts currently due and owing, including all accrued and unpaid interest thereon through the Closing
Date (as defined below) (the “Original Note Amounts”) under the Original Notes (the “Exchange”)
for a total of 366,941 shares of the Company’s Series G Convertible Preferred Stock (such shares, the “Shares”),
consisting of 254,687 Shares to be exchanged for the March Note and 112,254 Shares to be exchanged for the May Note, and the Company
desires to convey the Shares in exchange for the Original Note Amounts, all on the terms and conditions set forth in this Agreement in
reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”); and
WHEREAS,
upon the consummation of the transactions contemplated hereby, the Holder shall no longer hold the Original Notes, and the Company shall
cancel the Original Notes, and other physical documents evidencing the ownership of the Original Notes, if any, and the Original Notes
shall be deemed paid in full.
NOW,
THEREFORE, in consideration of the representations, warranties and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Holder agree as follows:
ARTICLE I
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in
this Section 1.1:
“Affiliate”
means each Person that controls, is controlled by or
is under common control with such Person or any Affiliate of such Person. For purpose of this definition, “control” and
related words are used as such terms are used in and construed under Rule 405 under the Securities Act. Notwithstanding the foregoing,
the Holder on the one hand, and the Company and their Subsidiaries, on the other hand, shall not be considered “Affiliates”
of each other.
“AML/CTF
Regulation” has the meaning ascribed to such term in Section 3.1(kk).
“BHCA”
has the meaning ascribed to such term in Section 3.1(gg).
“Board
of Directors” means the board of directors of the applicable Company.
“Business
Day” means any day except Saturdays, Sundays, any day that is a federal holiday in the United States and any day on which the
Federal Reserve Bank of New York is not open for business.
“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on
the balance sheet of that Person.
“Capital
Stock” means any share, participation or other
equivalent (however designated) of the capital stock of a corporation, any equivalent ownership interest in any other Person, including
partnership interests and membership interests, and any warrant, right or option to purchase or other arrangement (including through
a conversion or exchange of any other property) to acquire or subscribe for any item otherwise satisfying the definition of “Capital
Stock,” whether or not presently convertible, exchangeable or exercisable.
“Closing
Date” means the Trading Day on which, or next following the day on which, all of the Transaction Documents required to be executed
or delivered prior to the Closing have been executed and delivered by the applicable parties thereto and all other conditions precedent
to (i) Holder’s obligations to deliver the Original Notes and (ii) Our Bond’s obligations to deliver the Shares,
in each case, have been satisfied or waived.
“Closing”
means the closing of the issuance the Shares pursuant to Section 2.3.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the Company’s common stock, par value $0.0001 per share, any Capital Stock into which such shares of common
stock shall have been changed, and any share capital resulting from a reclassification of such common stock.
“Common
Stock Equivalents” means any securities of Our Bond or the Subsidiaries which would entitle the holder thereof to acquire at
any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company
Party” means each of the Companies and their Subsidiaries.
“Company
Covered Person” has the meaning ascribed to such term in Section 3.1(ll).
“Consents”
means any approval, consent, authorization, notice to, or any other action by, any Person other than any Governmental Authority.
“Contractual
Obligation” means, with respect to any Person, any provision of any security or similar instrument issued by such Person or
of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (other than a Transaction Document)
to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.
“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement. For purposes of this definition, cryptocurrencies shall be considered currencies.
“Derivative”
means any Interest Rate Agreement, Currency Agreement, futures or forward contract, spot transaction, commodity swap, purchase or option
agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return swap, any
other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement designed to alter
the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values, insurance, catastrophic
losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes of this definition,
“derivative instrument” means “any derivative instrument” as defined in Statement of Financial Accounting Standards
No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting Standards Board, and
any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such statement.
“Disclosure
Schedule” means a schedule disclosing detailed information about the Company in form and substance satisfactory to the Holder
on the Closing Date, together with any update or any other information in such certificate required to be given and given in accordance
with any Transaction Document.
“Disqualification
Event” has the meaning ascribed to such term in Section 3.1(ll).
“Dollars”
and the sign “$” each mean the lawful money of the United States of America.
“Evaluation
Date” has the meaning ascribed to such term in Section 3.1(o).
“Event
of Default” means any event constituting an “Event of Default” under and as defined in either of the Original Notes.
“Exchange
Act” means the Securities Exchange Act of 1934.
“Federal
Reserve” has the meaning ascribed to such term in Section 3.1(gg).
“GAAP”
means United States generally accepted accounting principles
as in effect from time to time, applied consistently throughout the periods referenced and consistently with (a) the principles and standards
set forth in the opinions and pronouncements of the Financial Accounting Standards Board or any successor entity, (b) to the extent
consistent with such principles, generally accepted industry practices and (c) to the extent consistent with such principles and practices,
the past practices of Our Bond as reflected in its financial statements disclosed in SEC
Reports.
“Governmental
Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof,
any municipality, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing, including any central bank stock exchange regulatory body arbitrator,
public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners).
“Holder
Party” has the meaning ascribed to such term in Section 4.9.
“Indebtedness”
means, with respect to any Person, without duplication, the following: (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services other than accounts payable and accrued liabilities
incurred in respect of property or services purchased in the ordinary course of business (provided, that such accounts payable
and accrued liabilities are not overdue by more than 180 days), (c) all obligations of such Person evidenced by notes, bonds, debentures
or similar borrowing or securities instruments, (d) all obligations of such Person created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person, (e) all obligations of such Person as lessee under Capital
Leases, (f) all reimbursements and all other obligations of such Person with respect to (i) letters of credit, bank guarantees or bankers’
acceptances or (ii) surety, customs, reclamation, performance or other similar bonds, (g) all obligations of such Person secured by Liens
on the assets of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Capital Stock, Common Stock Equivalent (valued, in the case of redeemable preferred stock, at the greater of its voluntary
liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends) or any warrants, rights or options
to acquire such Capital Stock, (i) after taking into account the effect of any legally-enforceable netting Contractual Obligation
of such Person, all payments that would be required to be made in respect of any Derivative in the event of a termination (including
an early termination) on the date of determination and (j) all obligations of another Person of the type described in clauses (a) through
(i) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien
on the assets of such Person (whether or not such Person is otherwise liable for such obligations of such other Person).
“Intellectual
Property Rights” means, collectively, all copyrights, patents, trademarks, service marks and trade names all applications for
any of the foregoing, together with: (i) all inventions, processes, production methods, proprietary information, know-how and trade
secrets; (ii) all licenses or user or other agreements granted with respect to any of the foregoing, in each case whether now or
hereafter owned or used; (iii) all customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings,
recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards,
catalogs, computer and automatic machinery software and programs; (iv) all field repair data, sales data and other information relating
to sales or service of products now or hereafter manufactured; (v) all accounting information and all media in which or on which any
information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout
of such information, knowledge, records or data; (vi) all applications for any of the foregoing and (vii) all causes of action, claims
and warranties, in each case, now or hereafter owned or acquired in respect of any item listed above.
“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.
“Legend
Removal Date” has the meaning ascribed to such term in Section 4.1(c).
“Liabilities”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to any Holder Party, whether direct or indirect, joint or several, absolute or contingent, due or to become due, liquidated
or unliquidated, secured or unsecured, now existing or hereafter arising and however created, acquired (regardless of whether acquired
by assignment), whether or not evidenced by any note or other instrument or for the payment of money and whether arising under Contractual
Obligations, Regulations or otherwise, including, without duplication, (i) all amounts, fees, interest (including any prepayment premium),
commissions, charges, costs, expenses, attorneys’ fees and disbursements, indemnities, reimbursement of amounts paid and other
sums chargeable to Our Bond under the Original Notes, this Agreement or any other Transaction
Document (including attorneys’ fees) or otherwise arising under any Transaction Document and (ii) all interest on any item otherwise
qualifying as a “Liability” hereunder, whether or not accruing after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed
in such proceeding.
“License
Agreement” has the meaning ascribed to such term in Section 3.1(m).
“Lien”
means any lien (statutory or other) mortgage, pledge, hypothecation, assignment, security interest, encumbrance, charge, claim, right
of first refusal, preemptive right, restriction on transfer or similar restriction or other security arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement and any capital or financing lease having substantially
the same economic effect as any of the foregoing.
“Losses”
means all liabilities, rights, demands, covenants, duties, obligations (including indebtedness, receivables and other contractual obligations),
claims, damages, Proceedings and causes of actions, settlements, judgments, damages, losses (including reductions in yield), debts, responsibilities,
fines, penalties, sanctions, commissions and interest, disbursements, Taxes, interest, charges, costs, fees and expenses (including fees,
charges, and disbursements of financial, legal and other advisors, consultants and professionals and, if applicable, any value-added
and other taxes and charges thereon), in each case of any kind or nature, whether joint or several, whether now existing or hereafter
arising and however acquired and whether or not known, asserted, direct, contingent, liquidated, due, consequential, actual, punitive
or treble.
“Material
Adverse Effect” means material adverse effect on, or change in, (a) the
legality, validity or enforceability of any portion of any Transaction Document, (b) the operations, assets, business, prospects
or condition (financial or otherwise) of Company, or (c) the ability of the Company to perform on a timely basis its obligations
under any Transaction Document for any reason whatsoever, whether foreseen or unforeseen, including due to pandemic, acts of a Governmental
Authority, interruption of transportation systems, strikes, terrorist activities, interruptions of supply chains or acts of God.
“Maximum
Rate” has the meaning ascribed to such term in Section 6.12.
“OFAC”
has the meaning ascribed to such term in Section 3.1(ee).
“Permit”
means, with respect to any Person, any permit, filing, notice, license, approval, variance, exception, permission, concession, grant,
franchise, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other Contractual Obligation or
arrangement with, or authorization by, to or under the authority of, any Governmental Authority or pursuant to any Regulation, or any
other action by any Governmental Authority in each case whether or not having the force of law and affecting or applicable to or binding
upon such Person, its Contractual Obligations or arrangements or other liabilities or any of its property or to which such Person, its
Contractual Obligations or any of its property is or is purported to be subject.
“Person”
means an individual, partnership, corporation, incorporated or unincorporated association, limited liability company, limited liability
partnership, joint stock company, land trust, business trust or unincorporated organization, or a government or agency, department or
other subdivision thereof or other entity of any kind.
“Proceeding”
against a Person means an action, suit, litigation, arbitration, investigation, complaint, dispute, contest, hearing, inquiry, inquest,
audit, examination or other proceeding threatened or pending against, affecting or purporting to affect such Person or its property,
whether civil, criminal, administrative, investigative or appellate, in law or equity before any arbitrator or Governmental Authority.
“Public
Information Failure” has the meaning ascribed to such term in Section 4.3(b).
“Public
Information Failure Payments” has the meaning ascribed to such term in Section 4.3(b).
“Regulation”
means, all international, federal, state, provincial and local laws (whether civil or common law or rule of equity and whether U.S. or
non- U.S.), treaties, constitutions, statutes, codes, tariffs, rules, guidelines, regulations, writs, injunctions, orders, judgments,
decrees, ordinances and administrative or judicial precedents or authorities, including, in each case whether or not having the force
of law, the interpretation or administration thereof by any Governmental Authority, all policies, recommendations or guidance of any
Governmental Authority and all administrative orders, directed duties, directives, requirements, requests.
“Related
Parties” of any Person means such Person, (i) each Affiliate of such Person, (ii) each
Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more
of the Capital Stock having ordinary voting power in the election of directors of such Person or such Affiliate, (iii) each of such
Person’s or such Affiliate’s officers, managers, directors, joint venture partners, partners and employees (and any other
Person with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title or
classification as a contractor under employment Regulations), (iv) any lineal descendants, ancestors, spouse or former spouses (as
part of a marital dissolution) of any of the foregoing, (v) any trust or beneficiary of a trust of which any of the foregoing are
the sole trustees or for the benefit of any of the foregoing. Notwithstanding the foregoing, the
Holder and their Subsidiaries on the one hand, and the Company Parties and their Subsidiaries, on the other hand, shall not be considered
“Related Parties” of each other.
“Required
Filings” means any filing required pursuant
to Section 4.14.
“Restricted
Payment” means, for any Person, (a) any dividend, stock split or other distribution, direct or indirect (including by way of
spin off, reclassification, corporate rearrangement, scheme of arrangement or similar transaction), on account of, or otherwise to the
holder or holders of, any shares of any class of Capital Stock of such Person now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock
of such Person by such Person or any Affiliate thereof now or hereafter outstanding, and (c) any payment made to retire, or to obtain
the surrender of, any Stock Equivalents now or hereafter outstanding; provided, that, for the avoidance of doubt, (i) a cashless
exercise of an employee stock option in which options are cancelled to the extent needed such that the “in-the-money” value
of the options (i.e. the excess of market price over exercise price) that are cancelled is utilized to pay the exercise price, and applicable
taxes, shall not be a “Restricted Payment” and (ii) a distribution of rights (including rights to receive assets)
or options shall constitute a “Restricted Payment”.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Sanctioned
Jurisdiction” means, at any time, a country, territory or geographical region that is subject to, the target of, or purported
to be subject to, Sanctions Laws.
“Sanctions
Laws” means all applicable Regulations concerning or relating to economic or financial sanctions, requirements or trade embargoes
imposed, administered or enforced from time to time by OFAC, including the following (together with their implementing regulations, in
each case, as amended from time to time): the International Security and Development Cooperation Act (ISDCA) (22 U.S.C. §23499aa-9
et seq.); the Patriot Act; and the Trading with the Enemy Act (TWEA) (50 U.S.C. §5 et seq.).
“Sanctioned
Person” means (a) any Person that is listed in the annex to, or otherwise subject to the provisions of, Executive Order 13224
– Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism, effective
September 24, 2001; (b) any Person that is named in any Sanctions Laws-related list maintained by OFAC, including the “Specially
Designated National and Blocked Person” list; (c) any Person or individual located, organized or resident or determined to be resident
in a Sanctioned Jurisdiction that is, or whose government is, the target of comprehensive Sanctions Laws; (d) any organization or Person
directly or indirectly owned or controlled by any such Person or Persons described in the foregoing clauses (a) through (c); and (e)
any Person that commits, threatens or conspires to commit or supports “terrorism”,” as defined in applicable United
States Regulations.
“SEC
Reports” has the meaning ascribed to such term in Section 3.1(f).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shell
Company” means an entity that fits within the definition of “shell company” under Section 12b-2 of the Exchange
Act and Rule 144.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.
“Stock
Equivalents” means all securities and/or Indebtedness convertible into or exchangeable for Capital Stock or any other Stock
Equivalent and all warrants, options, scrip rights,
calls or commitments of any character whatsoever, and all other rights or options or other arrangements
(including through a conversion or exchange of any other property) to purchase, subscribe for or acquire, any Capital Stock or any other
Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.
“Subsidiary”
means (a) any subsidiary of the respective Company as set forth in, or otherwise required to be set forth in, the SEC Reports, both on
or after the date hereof, and (b) any Person (other than natural persons) the management of which is, directly or indirectly, controlled
by, or of which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, owned or controlled, directly or indirectly,
by such Person or one or more Subsidiaries of such Person.
“Taxes”
means any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise
taxes now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions
to tax and similar liabilities with respect thereto, but excluding, in the case of Holder, taxes imposed on or measured by the net income
or overall gross receipts of Holder.
“Trading
Day” means a day on which the principal Trading Market for the Common
Stock is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE American; the Nasdaq Capital
Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock Exchange; OTC Markets or the OTC Bulletin Board
(or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Disclosure Schedules, the Transfer Agent Instruction Letter and any other documents or
agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of Our Bond, with a mailing address of 18 Lafayette Place, Woodmere,
New York, 11598 and a phone number of (212) 826-8436, attention: [email protected], and any successor transfer agent for Our
Bond.
“Transfer
Agent Instruction Letter” means the letter from Our Bond to the Transfer Agent, duly acknowledged and agreed by the Transfer
Agent, which instructs the Transfer Agent to issue the Shares pursuant to the Transaction Documents, in form attached hereto as Exhibit
A and otherwise in form and substance satisfactory to the Holder on the Closing Date.
“Voting
Stock” means Capital Stock of any Person (i) having ordinary power to vote in the election of any member of the board of directors
or any manager, trustee or other controlling persons of such Person (irrespective of whether, at the time, Capital Stock of any other
class or classes of such entity shall have or might have voting power by reason of the happening of any contingency) and (ii) any Capital
Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such Person
described in clause (i) of this definition.
ARTICLE II
ISSUANCE
2.1
Section 3(a)(9). Assuming the accuracy of the representations and warranties of the Company and the Holder set forth in Section
3 of this Agreement, the parties hereto acknowledge and agree that the purpose of such representations and warranties is, among other
things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act. The parties acknowledge
that the Shares are being issued in exchange for the Original Notes pursuant to Section 3(a)(9) of the Securities Act and that, in accordance
with applicable guidance, the holding period for the Shares under Rule 144 shall be deemed to have commenced on the original issuance
date of the applicable Original Note.
2.2
Closing. Upon the terms and subject to the conditions set forth herein, at the Closing, if applicable, Holder shall surrender
to the Company its Original Notes for cancellation and the Company shall deliver to Holder its Shares, as set forth in Section 2.3(a),
and the Company and Holder shall deliver to each other the other items set forth in Section 2.3 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such Closing shall
occur at the offices of Sullivan & Worcester LLP, 1251 Avenue of the Americas, New York, NY 10020 or such other location as the parties
shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation.
2.3
Deliveries.
(a)
Deliveries to Holder. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to Holder
the following, each dated as of the Closing Date and in form and substance satisfactory to the Holder:
(i)
the Shares;
(ii)
the Transfer Agent Instruction Letter, duly executed by the Transfer Agent in addition to Our Bond;
(iii)
the Disclosure Schedules, in complete and final form;
(iv)
a certified copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the
Transaction Documents and all related actions;
(v)
a certificate signed by an authorized executive officer of the Company, dated the Closing Date, to the effect that the conditions specified
as follows are satisfied: (i) the representations and warranties of the Company contained in this Agreement shall be true and correct
as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations
and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), in all material
respects, and (ii) such Company shall have performed and complied in all material respects with all covenants contained in this Agreement
to be performed by it prior to the Closing.
(b)
Deliveries to the Company. On or prior to the Closing, Holder shall deliver or cause to be delivered to the Company the Original
Notes.
2.4
Closing Conditions.
(a)
Conditions to the Company’s Obligations. The obligations of the Company pursuant to Section 2.2 in connection
with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before
the Closing Date:
(i)
the representations and warranties of Holder contained herein shall be true and correct as of the Closing Date (unless expressly made
as of an earlier date herein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements required to be performed by Holder on or prior to the Closing Date (other than the obligations
set forth in Section 2.2 to be performed at the Closing) shall have been performed;
(iii)
evidence of the filing of the Certificate of Designations of the Series G Convertible Preferred Stock with the Secretary of State of
the State of Nevada, in the form attached hereto as Exhibit B; and
(iv)
the delivery of the Original Notes.
(b)
Conditions to the Holder’s Obligations. The respective obligations of Holder pursuant to Section 2.2 in connection
with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before
the Closing Date, both before and after giving effect to the Closing:
(i)
the representations and warranties of the Company contained in any Transaction Document shall be true and correct as of the Closing Date
(unless expressly made as of an earlier date herein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements required to be performed by the Company or any on or prior to the Closing Date pursuant to
any Transaction Document (other than the obligations set forth in Section 2.2 to be performed at the Closing) shall have
been performed;
(iii)
the delivery by the Company of the items it is required to deliver on or prior to the Closing Date pursuant to Section 2.3(a);
(iv)
there shall exist no Event of Default and no event which, with the passage of time or the giving of notice, would constitute an Event
of Default;
(v)
there shall be no breach of any obligation, covenant or agreement by the Company under the Transaction Documents and no existing event
which, with the passage of time or the giving of notice, would constitute such a breach;
(vi)
from the date hereof through the Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission
or Our Bond’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades
are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of such Holder, and without regard to any factors unique to such initial holder, makes it impracticable or inadvisable to take
delivery of the Shares at the Closing;
(vii)
no Material Adverse Effect shall have occurred from the date hereof through the Closing Date;
(viii)
the Series G Certificate of Designations shall have been duly filed with and accepted by the Secretary of State of the State of Nevada;
(ix)
the Company meets the current public information requirements under Rule 144 in respect of shares of the Common Stock and any other registrable
securities; and
(x)
any other conditions contained herein or the other Transaction Documents, including delivery of the items that the Company is required
to deliver on or prior to the Closing Date pursuant to Section 2.3.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company Parties. Company hereby makes the following representations and warranties to Holder
as of the Closing Date as to the Company, each subject to the exceptions set forth in the Disclosure Schedules, which Disclosure Schedules
are deemed a part hereof and qualifies any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules:
(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth on the Disclosure Schedule. The Company
owns, directly or indirectly, all of the Capital Stock and Stock Equivalents of each of its Subsidiaries free and clear of any Liens,
other than as set forth in the SEC Reports, and all of the issued and outstanding shares of Capital Stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
(b)
Organization and Qualification. The Company is a Person having the corporate form listed on the Disclosure Schedule, duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization listed on the Disclosure Schedule and is duly
qualified or licensed to transact business in its jurisdiction of organization, the jurisdiction of its principal place of business,
any other jurisdiction where the Holder has filed a UCC financing statement or a mortgage and, except where the failure to do so would
not have a Material Adverse Effect, any other jurisdiction where such qualification is necessary to conduct its business or own the property
it purports to own – and no Proceeding exists or has be instituted or threatened in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or qualification. No Company Party is engaged in the business
of extending credit (which shall not include intercompany credit among the Company Parties) for the purpose of purchasing or carrying
margin stock or any cryptocurrency, token or other blockchain asset.
(c)
Authorization; Enforcement. The execution, delivery, performance by the Company of its obligations, and exercise by such Company
Party of its rights under the Transaction Documents, including, if applicable, the issuance of the Shares, (i) have been duly authorized
by all necessary corporate actions of such Company Party, (ii) except for the Required Filings, do not require any Consents or Permits
that have not been obtained prior to the date hereof and each such Permit or Consent is in full force and effect and not subject of any
pending or, to the best of any Company Party’s knowledge, threatened, attack or revocation, and (iii) are not and will not be in
conflict with or prohibited or prevented by or create a breach under (A) except for those that do not have a Material Adverse Effect,
any Regulation or Permit, (B) any corporate governance document or resolution or (C) except for those that do not have a Material Adverse
Effect, any Contractual Obligation or provision thereof binding on such Company Party or affecting any property of such Company Party.
Upon execution and delivery thereof, each Transaction Document to which the Company purports to be a party shall constitute the legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to bankruptcy
and similar Regulations affecting creditors’ rights generally.
(d)
Issuance of the Securities. The issuance of the Shares by the Company are duly authorized and paid for and, upon conveyance in
accordance with the terms hereof, the Shares shall be validly issued, fully paid and non-assessable. Upon issuance and conveyance in
accordance herewith, the conveyance by Our Bond of the Shares is exempt from the registration requirements of the Securities Act under
Section 3(a)(9) of the Securities Act.
(e)
Capitalization. The capitalization of Company is as set forth on the Disclosure Schedule, which Disclosure Schedule also includes
the number of shares of Common Stock owned beneficially, and of record, by Affiliates of Our Bond as of the date hereof. Our Bond has
not issued any Capital Stock or Stock Equivalent since its most recently filed periodic report under the Exchange Act except (i) as set
forth on the Disclosure Schedule, (ii) for the issuance of shares of Common Stock to employees pursuant to Our Bond’s employee
stock purchase plans and (iii) pursuant to the conversion and/or exercise of Stock Equivalents outstanding as of the date of the
most recently filed periodic report under the Exchange Act as set forth on the Disclosure Schedule. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in, or triggered by, the transactions contemplated
by the Transaction Documents as set forth on the Disclosure Schedule. There are no outstanding Stock Equivalents with respect to any
Common Stock, and there are no Contractual Obligations by which Our Bond or any Subsidiary is or may become bound to issue additional
shares of Common Stock or Stock Equivalents except as set forth on the Disclosure Schedule. The issuance of the Shares will not obligate
Our Bond to issue shares of Common Stock or any other securities to any Person (other than to Holder) and will not result in a right
of any holder of securities issued by any Company Party to adjust the exercise, conversion, exchange or reset price under any Stock Equivalent,
except as set forth on the Disclosure Schedule. All of the outstanding shares of Capital Stock of Our Bond are duly authorized, validly
issued, fully paid and nonassessable, have been issued in compliance with all securities Regulations, and no such outstanding share was
issued in violation of any preemptive right or similar or other right to subscribe for or purchase securities or any other existing Contractual
Obligation. No further approval or authorization of any stockholder or Our Bond’s Board of Directors, and no other Permit or Consent,
is required for the issuance of the Shares. There are no stockholders’ agreements, voting agreements or other similar Contractual
Obligations with respect to Our Bond’s Capital Stock or Stock Equivalents to which Our Bond is a party or, to the knowledge of
Our Bond, between or among any of Our Bond’s stockholders or other equity investors.
(f)
SEC Reports; Financial Statements. Our Bond has filed all reports, schedules, forms, statements and other documents required to
be filed by Our Bond under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
one (1) year preceding the date hereof (or such shorter period as Our Bond was required by Regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the
“SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The financial statements of Our Bond included in the SEC
Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with
respect thereto as in effect at the time of filing. Except as disclosed in footnotes to such financial statements, such financial statements
have been prepared in accordance with GAAP and fairly present in all material respects the financial position of Our Bond and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to customary and immaterial year-end audit adjustments.
(g)
Material Adverse Effects; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof or the Disclosure
Schedule: (i) there has been no event that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) no
Company Party has incurred any Indebtedness or other liability (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required by GAAP to be
reflected in Our Bond’s financial statements and not required to be disclosed in filings made with the Commission, (iii) no
Company Party has altered its fiscal year or accounting methods; (iv) no Company Party has declared or made any Restricted Payment
or entered in any Contractual Obligation to do so, (v) no Company Party has issued any Capital Stock to any officer, director or
other Affiliate, and (vi) there has been no event, liability, fact, circumstance, occurrence or development has occurred or exists
or is reasonably expected to occur or exist with respect to any Company Party, their Subsidiaries or their respective businesses, properties,
operations, assets or financial condition, that would be required to be disclosed by any Company Party under applicable securities Regulations
at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the
date that this representation is made.
(h)
Litigation. Except as set forth in the SEC Reports or Disclosure Schedules, there is no Proceeding against any Company Party of
any Subsidiary of any Company Party or any current or former officer or director of any Company Party or any Subsidiary of any Company
Party in its capacity as such which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Shares, (ii) involves the Commission or otherwise involves violations of securities Regulations or (iii) could,
assuming an unfavorable result, have or reasonably be expected to result in a Material Adverse Effect, and none of the Company Parties,
their Subsidiaries, or any director or officer of any of them, is or has been the subject of any Proceeding involving a claim of violation
of or liability under securities Regulations or a claim of breach of fiduciary duty. The Commission has not issued any stop order or
other order suspending the effectiveness of any registration statement filed by Our Bond or any Subsidiary under the Exchange Act or
the Securities Act.
(i)
Labor Relations. There is no (i) no unfair labor practice at any Company Party and there is no unfair labor practice complaint
pending against any Company Party or any Subsidiary of any Company Party or, to their knowledge of any Company Party, threatened against
any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against any Company Party or any Subsidiary of any Company Party or to their knowledge threatened
against any of them, (ii) no strike, work stoppage or other labor dispute in existence or to their knowledge threatened involving any
Company Party or any Subsidiary of any Company Party, and (iii) no union representation question existing with respect to the employees
of any Company Party or any Subsidiary of any Company Party, as the case may be, and no union organization activity that is taking place,
except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as could
not reasonably likely to have a Material Adverse Effect. None of the Company Parties’ or their respective Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with such Company Party or such Subsidiary, and none of the
Company Parties nor any of their respective Subsidiaries is a party to a collective bargaining agreement. To the knowledge of Company
Party, the continued service to the applicable Company Party of the executive officers of such Company Party and its Subsidiaries is
not, and is not expected to be, in violation of any material term of any Contractual Obligation in favor of any third party, and does
not subject any Company Party or any Subsidiary of any Company Party to any Loss with respect to any of the foregoing matters.
(j)
Compliance. No Company Party and no Subsidiary thereof, except as set forth in the SEC Reports or the Disclosure Schedule or as
could not have or reasonably be expected to result in a Material Adverse Effect: (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by any Company Party
or any Subsidiary under), nor has any Company Party or any Subsidiary thereof received notice of a claim that it is in default under
or that it is in violation of, any Contractual Obligation (whether or not such default or violation has been waived); (ii) is in
violation of any judgment, decree or order of any Governmental Authority; (iii) is or has been in violation of any Regulation, and
to the knowledge of the Company, no Person has made or threatened to make any claim that such a violation exists (including relating
to taxes, environmental protection, occupational health and safety, product quality and safety, employment or labor matters) or (iv) has
incurred, or could reasonably be expected to incur Losses relating to compliance with Regulations (including clean-up costs under environmental
Regulations), nor have any such Losses been threatened.
(k)
Permits. The Company and its Subsidiaries possess all Permits, each issued by the appropriate Governmental Authority, that are
necessary to conduct their respective businesses as described in the SEC Reports and which failure to possess could reasonably be expected
to result in a Material Adverse Effect and no Company Party nor any Subsidiary thereof has received any notice of proceedings relating
to the revocation or modification of any such Permit.
(l)
Title to Assets. The Company and their Subsidiaries have good and marketable title in fee simple to all real property owned by
them and good title in fee simple to all personal property owned or purported to be owned by any of them that is material to the business
of any Company Party or any Subsidiary of any Company Party, in each case free and clear of all Liens except as set forth in the SEC
Reports or the Disclosure Schedule and except for (i) Liens that do not materially affect the value of any such property and do
not materially interfere with the use made and proposed to be made of such property by the Company Parties and their Subsidiaries and
(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by any Company Party or any Subsidiary of the Company Parties (and any personal property if such lease is material to the business of
any Company Party or any Subsidiary of any Company Party) are held by them under valid, subsisting and enforceable leases with which
the Company Parties and their Subsidiaries party thereto are in compliance.
(m)
Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, the Company and each Subsidiary
of the Company has, or has rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the
aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in
connection with the businesses of the Company and their Subsidiary as presently conducted. Neither the Company nor any Subsidiary of
the Company has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated or been
abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, and, to the knowledge
of Company and its Subsidiaries, no event has occurred that permits, or would permit after notice or passage of time or both, the revocation,
suspension or termination of such rights. No Company Party and no Subsidiary of the Company has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim, nor has such a claim been threatened or could
reasonably be expected to be made, and no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan
or other advertising device, product, process, method, substance or other Intellectual Property or goods or services bearing or using
any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual Property Right of the Company or any
Subsidiary of the Company violates or infringes upon the rights of any Person, except as could not reasonably be expected to have a Material
Adverse Effect. To the knowledge of the Company and its Subsidiaries, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where
failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any Subsidiary of the Company has any Intellectual Property Right registered, or subject to pending applications, in the United States
Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof
or in any other country, other than those set forth on the Disclosure Schedule, or has granted any licenses with respect thereto other
than as set forth on the Disclosure Schedule. The Disclosure Schedule also sets forth all Contractual Obligations or other arrangements
of the Company or any Subsidiary of the Company as in effect on the date hereof pursuant to which such Company Party or such Subsidiary
has a license or other right to use any Intellectual Property owned by another Person and the dates of the expiration of such Contractual
Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into
by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). All
material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto
in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary
of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards,
quality control or specifications and each such Company Party or such Subsidiary is in compliance with the terms thereof in all material
respects and no owner, licensor or other party thereto has sent any notice of termination or its intention to terminate such license
or rights.
(n)
Transactions with Related Parties. Except as set forth in the SEC Reports or the Disclosure Schedule, no Company Party and no
Subsidiary of any Company Party is a party to any Contractual Obligation or other transaction with any Related Party that is not a Company
Party or Subsidiary of a Company Party, including (a) Investments by any Company Party or any Subsidiary thereof in any such other
Related Party or Indebtedness owing by or to any such other Related Party and (b) transfers, sales, leases, assignments or other
acquisitions or dispositions of any asset, in each case except for (x) transactions in the ordinary course of business on a basis
no less favorable to the Company Parties and their Subsidiaries as would be obtained in a comparable arm’s length transaction with
a Person not a Related Party and (y) salaries and other director or employee or other staff compensation, including expense reimbursements
and employee benefits, of the Company Parties and their Subsidiaries.
(o)
Sarbanes-Oxley; Internal Accounting Controls. Our Bond and its Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all related Regulations. The Company Parties
and their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Our Bond and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for Our Bond and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed in the reports Our Bond is required to file or submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. Our Bond’s certifying officers have evaluated the
effectiveness of the disclosure controls and procedures of Our Bond and its Subsidiaries as of the end of the period covered by the most
recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Our Bond presented in its
most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no
changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected,
or is reasonably likely to materially affect, the internal control over financial reporting of Our Bond and its Subsidiaries.
(p)
Certain Fees. No brokerage or finder’s fees or commissions or similar fees are or will be payable by any Company Party or
any Subsidiary of any Company Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other Person with respect to the transactions contemplated by the Transaction Documents. The Holder shall not have any obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this
Section 3.1(p) that may be due in connection with the transactions contemplated by the Transaction Documents.
(q)
Private Placement. Assuming the accuracy of Holder’s representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the Exchange of the Shares by the Company to the Holder as contemplated hereby.
The issuance of the Shares hereunder does not contravene the rules and regulations of the Trading Market.
(r)
Investment Company. No Company Party and no Subsidiary of any Company Party is, or is an Affiliate of (and, immediately after
the Closing, none will be or be an Affiliate of), an “investment company” within the meaning of the Investment Company Act
of 1940, as amended. The Company and each Subsidiary of the Company shall conduct its business in a manner so that it will not become
an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
(s)
Registration Rights. Except as set out in the Registration Rights Agreement or the SEC Reports, no Person has any right to cause
any Company Party or any Subsidiary of any Company Party to effect the registration under the Securities Act of any securities of any
Company Party or any Subsidiary of any Company Party.
(t)
Listing and Maintenance Requirements. The shares of Common Stock are registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, and Our Bond has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the shares of Common Stock under the Exchange Act nor has Our Bond received any notification that the Commission is contemplating
terminating such registration. Except as set forth in the SEC Reports, Our Bond has not, in the twelve (12) months preceding the date
hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that Our Bond
is not in compliance with the listing or maintenance requirements of such Trading Market. Except with respect to Nasdaq Rule 5450(a)(1),
relating to the minimum bid price standard and Nasdaq Listing Rule 5450(b)(2)(A) relating to the minimum market value of listed securities
standard, Our Bond is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements. Our Bond has submitted the List of Additional Shares Notification Form with the Nasdaq Capital
Market with respect to the offering of its Securities. The issuance of the Shares would not exceed the maximum number of shares of Common
Stock that may be issued under the Listing Rules of the Nasdaq Stock Market LLC without obtaining shareholder approval.
(u)
Application of Takeover Protections. Our Bond and its Board of Directors (or equivalent body) have taken all necessary action,
if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under Our Bond’s Certificate of Incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable as a result of the Holder and Our Bond fulfilling
their obligations or exercising their rights under the Transaction Documents, including as a result of Our Bond’s issuance of the
Shares and the ownership of the Shares by Holder or any Affiliate of Holder.
(v)
MNPI. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that none of the Company, their Affiliates, or agents or counsel or any other Person acting on behalf of the foregoing
has provided any Holder Party or their agents or counsel with any information that it believes constitutes or might constitute material,
non-public information. Our Bond understands and confirms that Holder will rely on the foregoing representation in effecting transactions
in securities of Our Bond. The Company acknowledges and agrees that Holder does not make or has not made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.
(w)
No Integrated Offering. Assuming the accuracy of Holder’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this issuance of the Shares
to be integrated with prior offerings by Our Bond for purposes of (i) the Securities Act which would require the registration of
any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which
any of the securities of Our Bond are listed or designated.
(x)
No General Solicitation. Neither Our Bond nor any person acting on behalf of Our Bond has offered or sold any of the Shares by
any form of general solicitation or general advertising. The Holder is an “accredited investor” within the meaning of Rule 501
under the Securities Act.
(y)
Foreign Corrupt Practices. No Company Party and no Related Party of any Company Party, has done any of the following, directly
or indirectly (including through agents, contractors, trustees, representatives and advisors): (i) made contributions or payments
of, or reimbursement for, gifts, entertainment or other expenses, in each case that could reasonably be viewed as unlawful under U.S.
or other Regulations related to foreign or domestic political activity or (ii) made payments to U.S. or other officials, judges,
employees or other staff members of any Governmental Authority or other Persons viewed as government officials under any Regulation or
to any foreign or domestic political parties, elected or union officials or campaigns in order to obtain, retain or direct business or
obtain any improper advantage, and no part of the proceeds of the Shares will be used, directly or indirectly, to fund any such payment;
(iii) failed to disclose fully any contribution or other payment made by any Company Party or any Subsidiary of any Company Party
(or made by any person acting on the behalf of any of the foregoing) which could reasonably be viewed as in violation of U.S. or other
Regulations; or (iv) any other activity in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or
any other Regulation sanctioning or purporting to sanction bribery, corruption and other improper payments.
(z)
Accountants. Our Bond’s accounting firm is WWC, PC. To the knowledge and belief of Our Bond, such accounting firm is a registered
public accounting firm as required by the Exchange Act.
(aa)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by any Company Party to arise, between Our Bond and the accountants and lawyers formerly or presently employed by Our Bond and Our Bond
is current with respect to any fees owed to its accountants and lawyers which could affect Our Bond’s ability to perform any of
its obligations under any of the Transaction Documents.
(bb)
Acknowledgment Regarding Holder’s Acceptance of Shares. Our Bond acknowledges and agrees that Holder is acting solely in
the capacity of an arm’s length holder with respect to the Transaction Documents and the transactions contemplated thereby. Our
Bond further acknowledges that Holder is not acting as a financial advisor or fiduciary of Our Bond (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Holder or any of its respective
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to the issuance of the Shares. Our Bond further represents to Holder that Our Bond’s decision to enter into this Agreement and
the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by Our Bond
and its representatives.
(cc)
Regulation M Compliance. No Company Party, Subsidiary of any Company Party or anyone acting on any of their behalf has, (i) taken,
directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
any Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.
(dd)
Stock Option Plans. Our Bond has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement
of material information regarding Our Bond or its Subsidiaries or their financial results or prospects.
(ee)
Sanctions. No Company Party and no Related Party of any Company Party, directly or indirectly (including through agents, contractors,
trustees, representatives or advisors) (a) is in violation of any Sanctions Law or engages in, or conspire or attempts to engage in,
any transaction evading or avoiding any prohibition in any Sanction Law, (b) is a Sanctioned Person or derive revenues from investments
in, or transactions with Sanctioned Persons, (c) has any assets located in Sanctioned Jurisdictions or (d) deals in, or otherwise engages
in any transactions relating to, any property or interest in property blocked pursuant to any Regulation administered or enforced by
the U.S. Office of Foreign Assets Control (“OFAC”). The Company will not use, directly or indirectly, any part of
the proceeds of any Shares hereunder to fund, and none of the Company or its Related Parties, either directly or indirectly (including
through agents, contractors, trustees, representatives or advisors), are engaged in any operations involving, the financing of any investments
or activities in, or any payments to, a Sanctioned Person.
(ff)
U.S. Real Property Holding Corporation. Our Bond is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and Our Bond shall so certify upon Holder’s request.
(gg)
Bank Holding Company Act and Other Limiting Regulations. No Company Party and no Affiliate of any Company Party is subject to
the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal
Reserve System (the “Federal Reserve”). No Company Party and no Subsidiary or Affiliate of any Company Party owns
or controls, directly or indirectly, individually or in the aggregate, five percent (5%) or more of the outstanding shares of any class
of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation
by the Federal Reserve. No Company Party and no Subsidiary or Affiliate of any Company Party, either individually or in the aggregate,
directly or indirectly, exercise or has the ability to exercise a controlling influence over the management or policies of a bank or
any entity that is subject to the BHCA and to regulation by the Federal Reserve. Our Bond is not an “investment company”
and is not a company “controlled” by an “investment company,” within the meaning of the Investment Company Act
of 1940. Our Bond is not subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, the Interstate
Commerce Act or the Investment Company Act of 1940 or to any Regulation or Permit limiting Our Bond’s ability to incur indebtedness
for borrowed money.
(hh)
Promotional Stock Activities. No Company Party, no Subsidiary of any Company Party and none of their officers, directors, managers,
affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension
by the Securities and Exchange Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii)
violations of the anti-touting provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.
(ii)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company Parties (i) have made or filed all United States federal, state and local income and all foreign
income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) have paid all
taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations and (iii) have set aside on their respective books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company Parties know of no basis for any
such claim.
(jj)
Reserved.
(kk)
AML/CTF Regulations. The operations of the Company Parties and their Subsidiaries are and have been conducted at all times in
compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act
of 1970 and other applicable money laundering and counter-terrorism financing Regulations (collectively, the “AML/CTF Regulations”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Company
Party or any Subsidiary of any Company Party with respect to any AML/CTF Regulation is pending or, to the knowledge of any Company Party
or any such Subsidiary, threatened.
(ll)
Disqualification Events. With respect to the Shares to be offered and issued hereunder in reliance on Rule 506(b) of Regulation
D promulgated under the Securities Act, none of Our Bond, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of Our Bond participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of Our Bond’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as such term is defined in Rule 405
under the Securities Act) connected with Our Bond in any capacity at the time of sale (as each such term is used and understood in Rule
506(d) of Regulation D under the Securities Act, each a “Company Covered Person”) is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D under the Securities Act.
Our Bond has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. Our Bond
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D promulgated under the Securities
Act, and has furnished to the Holder a copy of any disclosures provided thereunder. Our Bond will notify Holder in writing, prior to
the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage
of time, become a Disqualification Event relating to any Company Covered Person.
(mm)
No Other Covered Persons. There is no Person (other than a Company Covered Person) that has been or will be paid (directly or
indirectly) remuneration for solicitation of the Holder in connection with the sale of any Securities.
(nn)
[Reserved].
(oo)
Subsidiary Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary of the Company.
(pp)
Shell Company Status. Our Bond has not been a “Shell Company” (as defined in Rule 12b-2 of the Exchange Act)
within the last 12 months.
(qq)
Full Disclosure. All of the disclosures furnished on behalf of, and all of the representations and warranties made by, any Company
Party in any Transaction Document and all statements contained in the Disclosure Schedule to this Agreement or any certificate or other
document furnished or to be furnished to Holder or its attorneys or advisors pursuant to any Transaction Document are true and correct
in all material respects and none contains any untrue statement of a material fact, or omits to state a material fact necessary to make
the statements contained therein, in light of the circumstances in which they are made, not misleading. The press releases disseminated
by the Company Parties during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made and when made, not misleading.
(rr)
Acknowledgement Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of
an arm’s length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges
the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection
with this Agreement is merely incidental to the Exchange.
(ss)
No Commission: No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly,
any commission or other remuneration for soliciting the Exchange. The Shares are being conveyed exclusively for the exchange of the Original
Note Amounts and no other consideration has or will be paid for the Shares.
(tt)
3(a)(9) Representation. The Company has not, nor has any person acting on their behalf, directly or indirectly made any offers
or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance
of the Shares pursuant to this Agreement to be integrated with prior offerings by Our Bond for purposes of the Securities Act which would
prevent Our Bond from delivering the Shares to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take
any action or steps that would cause the Exchange, issuance and delivery of the Shares to be integrated with other offerings to the effect
that the delivery of the Shares to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.
(uu)
No Third-Party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation
with respect to the Exchange.
3.2
Representations and Warranties of Holder. Holder hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein in which case they shall be accurate as of such date):
(a)
Organization; Authority. Holder is either an individual or an entity duly incorporated or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Holder of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Holder. Each Transaction Document to which it is a party
has been duly executed by such Holder, and when delivered by such Holder in accordance with the terms hereof, will constitute the valid
and legally binding obligation of such Holder, enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Own Account. Such Holder understands that the Shares are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a
view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law; provided, however, that by making the representations herein, such Holder does not agree to hold the Shares for
any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with an exemption from the
registration requirements of the Securities Act and applicable state securities laws. Such Holder has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act
or any applicable state securities law (this representation and warranty not limiting such Holder’s right to sell the Shares in
compliance with applicable federal and state securities laws). Such Holder is acquiring the Shares hereunder in the ordinary course of
its business.
(c)
Holder Status. At the time such Holder was issued or acquired the Shares, it was, and as of the date hereof it is,
an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.
(d)
Experience of Such Holder. Such Holder, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Holder is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.
(e)
General Solicitation. Such Holder is not being issued the Shares as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Holder has not
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Holder, executed any purchases
or sales, including Short Sales, of the securities of Our Bond during the period commencing as of the time that such Holder first
received a term sheet (written or oral) from Our Bond or any other Person representing Our Bond setting forth the material terms of the
transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if such Holder
is a multi-managed investment vehicle (whereby separate portfolio managers manage separate portions of such Holder’s assets and
the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of
such Holder’s assets), the representation set forth above in this clause (f) shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to issue the Shares covered by this Agreement. Other than
to other Persons party to this Agreement, such Holder has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).
(g)
Ownership of the Original Securities. Such Holder is the legal and beneficial owner of the Original Notes. Such Holder paid for
the Original Notes and has continuously held the Original Notes since its purchase. Holder owns the Original Notes outright and free
and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.
(h)
Reliance on Exemptions. Such Holder understands that the Exchange is being made in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of,
and such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Holder
set forth herein in order to determine the availability of such exemptions and the eligibility of such Holder to complete the Exchange
and to acquire the Shares.
(i)
No Registration, Review of Approval. Such Holder acknowledges, understands and agrees that the Shares are being exchanged hereunder
pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities Act.
The
Company acknowledges and agrees that the representations and warranties of Holder set forth in Section 3.2
shall not modify, amend or affect Holder’s right to rely on the representations and warranties
of any Company Party contained in this Agreement or in any other Transaction Document or any other document or instrument executed and/or
delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
Transfer Restrictions.
The
Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to Our Bond or to an Affiliate of a Holder, Our Bond may require the
transferor thereof to provide to Our Bond an opinion of counsel selected by the transferor and reasonably acceptable to Our Bond, at
Our Bond’s sole expense in the form and substance of which opinion shall be reasonably satisfactory to Our Bond, to the effect
that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a
Holder under this Agreement.
4.2
Acknowledgment of Dilution. Our Bond acknowledges that the issuance of the Shares may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. Our Bond further acknowledges that its obligations
under the Transaction Documents, including its obligation to issue the Shares pursuant to the Transaction Documents, are unconditional
and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim Our Bond may have against any Holder Party and regardless of the dilutive effect that such issuance may have on the ownership
of the other stockholders of Our Bond.
4.3
Furnishing of Information; Public Information.
(a)
Our Bond covenants to maintain the registration of the shares of Common Stock under Section 12(b) or 12(g) of the Exchange Act and
to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by Our Bond after the date hereof pursuant to the Exchange Act even if Our Bond is not then subject to the reporting requirements of
the Exchange Act.
(b)
At any time during the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all of the
Shares have been sold or may be sold without the requirement for Our Bond to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if Our Bond shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) then, in addition to Holder’s other available remedies, Our
Bond shall pay to Holder, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of
its ability to sell its Securities, an amount in cash equal to two percent (2.0%) of the aggregate original principal amount of such
Holder’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods
totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for such Holder to transfer any Securities pursuant to Rule 144. The payments
to which such Holder shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information
Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after
the event or failure giving rise to the Public Information Failure Payments is cured. In the event Our Bond fails to make
Public Information Failure Payments when required by the preceding sentence, such Public Information Failure Payments shall
bear interest at the rate of 2.0% per month (accruing and due daily and prorated for partial months) until paid in full. Nothing herein
shall limit Holder’s right to pursue actual damages for the Public Information Failure, and Holder shall have the right to pursue
all remedies available to it at law or in equity including a decree of specific performance and/or injunctive relief and recovery of
loss profits.
4.4
Integration. Our Bond shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of
any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or issuance of the Shares in
a manner that would require the registration under the Securities Act of the sale of the Shares or that would be integrated with the
offer or issuance of the Shares for purposes of the rules and regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent
transaction.
4.5
Piggyback Registration Rights. If, at any time following the Closing, there is no effective registration statement filed with
the Commission covering all of the Registrable Securities (as defined below) and Our Bond intends to prepare and file with the Commission
a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its
Capital Stock (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to
Capital Stock to be issued solely in connection with any acquisition of any entity or business or Capital Stock issuable in connection
with Our Bond’s stock option or other employee benefit plans), then Our Bond shall deliver to the Holder a written notice of such
determination and, if within fifteen (15) days after the date of the delivery of such notice, the Holder shall so request in writing,
Our Bond shall include in such registration statement all or any part of the Registrable Securities the Holder requests to be registered;
provided, that Our Bond shall not be required to register any Registrable Securities pursuant to this Section 4.5 that are eligible for
resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then
effective registration statement filed with the Commission. For purposes of this Section 4.5, “Registrable Securities” means
the shares of Common Stock issuable upon conversion of the Shares, in each case until such time as such securities have been (i) sold
pursuant to an effective registration statement or (ii) eligible for resale pursuant to Rule 144 without volume restrictions or current
public information requirements.
4.6
Shareholder Rights Plan. No claim will be made or enforced by Our Bond or, with the consent of Our Bond, any other Person, that
any Holder Party is an “acquiring person” (or similar or equivalent term) under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by Our Bond, or that any Holder Party could be deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other agreement between Our Bond and any Holder Party.
4.7
Material Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, the Company covenants and agrees that neither it, nor any of its Affiliates, nor any other Person acting on
its behalf, will provide any Holder Party or their respective agents or counsel with any information that any Company Party believes
constitutes material non-public information, unless prior thereto such information is disclosed to the public, or such Holder shall have
entered into a written agreement with Our Bond regarding the confidentiality and use of such information. There has been no public announcement
of a pending or proposed Fundamental Transaction or Change of Control Transaction (as each such term is defined in the Original Notes)
that has not been consummated. Holder has not been provided by the Company any information, that constitutes, or may constitute, material
non-public information with respect to any Company Party. Our Bond understands and confirms that Holder shall be relying on the foregoing
representations, warranties and covenants.
4.8
Reserved.
4.9
Indemnification of each Holder Party. Each Company Party, shall, jointly and severally, indemnify against, and hold harmless from,
Holder, their Related Parties, each Person who controls any of them (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and their agents, contractors, trustees, representatives and advisors (each, a “Holder
Party”) any and all Losses that any Holder Party may suffer or incur as a result of or relating to (a) the administration,
performance or enforcement by the Holder of any of the Transaction Documents or consummation of any transaction described therein, (b)
the existence of, perfection of, a Lien upon or the sale or collection of, or any other damage, Loss, failure to return or other realization
upon any collateral, (c) the failure of any Company Party or any of their Related Parties (whether directly or through their agents,
contractors, trustees, representatives and advisors) to observe, perform or discharge any of the covenants or duties under any of the
Transaction Documents, (d) any Proceeding, whether or not any Holder Party is a party thereto (including Proceedings instituted by any
Governmental Authority or any holder of any equity interest in, or other direct or indirect investor in, any Company who is not an Affiliate
of such Holder Party) with respect to any of the Transaction Documents or the transactions contemplated therein. Additionally, if any
Taxes (excluding Taxes imposed upon or measured solely by the net income of the recipient of any payment made under any Transaction Document,
but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be imposed on any Company Party or Holder Party,
whether or not lawfully payable, on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording
of any of the other Transaction Documents, or the creation or repayment of any of obligations hereunder, by reason of any applicable
Regulations now or hereafter in effect, each Company Party shall, jointly and severally, pay (or shall promptly reimburse such Holder
Party for the payment of) all such Taxes, including any interest, penalties, expenses and other Losses with respect thereto), and will
indemnify and hold the Holder Parties harmless from and against all Losses arising therefrom or in connection therewith. The foregoing
indemnities shall not apply to Losses incurred by any Holder Party as a result of its own gross negligence or willful misconduct
as determined by a final non-appealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in any
Transaction Document, the obligations of the Company Parties with respect to each indemnity given by them in this Agreement or any of
the other Transaction Documents in favor of the Holder Parties shall survive the termination of this Agreement. The indemnification required
by this Section 4.9 shall be made only upon a final non-appealable order of a court of competent jurisdiction. The indemnification
contained herein shall be in addition to any cause of action or similar right of any Holder Party against any Company Party or others
and any liabilities any Company Party may be subject to pursuant to any Regulation.
4.10
Reserved.
4.11
Reserved.
4.12
Acknowledgment Regarding Holder’s Other Trading Activities. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding (except for this Section 4.12), it is understood and acknowledged by Our Bond that (i) Holder has not been
asked by Our Bond to agree, nor has Holder agreed, to desist from purchasing or selling securities of Our Bond or from entering into
Short Sales or Derivatives based on securities issued by Our Bond or to hold the Shares for any specified term, (ii) past or future open
market or other transactions by Holder, specifically including Short Sales or Derivatives, before or after the Closing or the closing
of any future private placement transactions, may negatively impact the market price of Our Bond’s publicly-traded securities,
(iii) Holder, and counter-parties in Derivatives to which Holder is a party, directly or indirectly, may presently have a “short”
position in the Common Stock and (iv) Holder shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any Derivative. Our Bond further understands and acknowledges that (y) Holder may engage in hedging activities at various
times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing
stockholders’ equity interests in Our Bond at and after the time that the hedging activities are being conducted. Our Bond acknowledges
that such aforementioned hedging activities and Derivatives do not constitute a breach of any of the Transaction Documents.
4.13
Reserved.
4.14
Securities Laws Disclosure; Publicity.
(a)
8-K Filing. The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with
the Commission within the time required by the Exchange Act in connection with the transactions contemplated by the Transaction Documents.
Our Bond represents to Holder that, from and after the issuance of such Current Report on Form 8-K, it shall have publicly disclosed
all material, non-public information delivered to Holder or its Related Parties (including to their agents, contractors, trustees, representatives
and advisors) by any Company Party (including through agents, contractors, trustees, representatives and advisors) in connection with
the transactions contemplated by the Transaction Documents.
(b)
Financing Statements and Other Periodic Filings. Our Bond shall timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by Our Bond after the date hereof pursuant to the Exchange Act and
Our Bond shall meet the current public information requirements of Rule 144(c) under the Securities Act as of the end of the period in
question.
(c)
Other Public Disclosures. Our Bond and the Holder shall consult with each other in issuing any other public disclosure with respect
to the transactions contemplated hereby, and none of the Company Parties or Holder shall issue any such public disclosure nor otherwise
make any such public statement without the prior consent of Our Bond, with respect to any press release of Holder, or without the prior
consent of the Holder, with respect to any press release of Our Bond, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is reasonably viewed as required by any Regulation, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or communication. Notwithstanding the foregoing, Our Bond shall not publicly disclose
the name, trademark, service mark, symbol, logo (or any abbreviation, contraction or simulation thereof) of, or otherwise refer to, any
Holder Party (including in any filing with the Commission, regulatory agency or Trading Market, including the 8-K filing referenced above)
without the prior consent of the Holder (including in any press release, letterhead, public announcement or marketing material), except,
and then only after consulting with such Holder, to the extent required to do so under applicable Regulations (including as required
in any registration statement filed with the Commission). None of the Company Parties and their Affiliates shall represent that any Company
Party or any of its Affiliates, any product or service of the Company Parties or their Affiliates, or any know how or policy or practice
of the Company Parties or their Affiliates has been approved or endorsed by Holder.
(d)
Credit Report and Other Authorizations. The Company authorizes the Holder, their agents and representatives and any credit reporting
agency engaged by Holder, to (i) investigate any references given or any other statements or data obtained from or about the Company
for the purpose of the Transaction Documents, (ii) obtain consumer business credit reports on the Company, (iii) contact personal and
business references provided by any Company, at any time now or for so long as any amounts remains unpaid under the Transaction Documents,
and (iv) share information regarding the Company’s performance under this Agreement with affiliates and unaffiliated third parties.
4.15
Form D; Blue Sky Filings. If applicable, Our Bond agrees to timely file a Form D with respect to the Shares as required under
Regulation D under the Securities Act and to provide a copy thereof, promptly upon request of Holder. Our Bond shall take such action
as Our Bond shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Holder
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of such actions promptly upon request of Holder.
4.16
Common Stock.
(a)
DWAC. Our Bond shall ensure that its Common Stock is and remains eligible for the “Deposit and Withdrawal at Custodian”
(DWAC) service of the Deposit Trust Corporation and not subject to any restriction or limitation imposed by or on behalf of the Deposit
Trust Corporation on any of its services or any other restriction or limitation on the use of the services provided by the Deposit Trust
Corporation (DTC chill).
(b)
Freely Tradeable. The Company shall ensure that the shares of common stock issuable upon conversion of the Shares constitute “freely
tradeable” shares to the extent that either: (i) the Shares meet the required holding period under Rule 144(d)(1)(i); or (ii) the
Company is required to include the Shares in a registration statement under the terms of Section 4.5. For the purposes of this Section
4.16(b), such shares shall be deemed “freely tradeable” if such shares are eligible for resale pursuant to (i) Rule 144 (provided
the Company is compliant with its current public information requirements) promulgated by the Commission pursuant to the Securities Act
or such shares are the subject of a then effective registration statement or (ii) an effective “shelf” or resale registration
statement under the Securities Act, in customary form, is effective under the Securities Act, registering the resale of such Shares by
such Holder and names such Holder as a selling security holder thereunder, and such registration statement is reasonably acceptable such
Holder
(c)
Trading Markets. The shares of Common Stock are trading, and Our Bond believes in good faith that they shall continue to trade
uninterrupted, on any Trading Market. All of the shares issuable pursuant to the Transaction Documents (including the Shares) are listed
or quoted for trading, and Our Bond shall use its best efforts to ensure that such shares continue to be listed or quoted for trading
interrupted, on any Trading Market.
ARTICLE V
[RESERVED.]
ARTICLE VI
MISCELLANEOUS
6.1
Termination and Survival. This Agreement may be terminated by Holder, as to the Holder’s obligations hereunder only and
without any effect whatsoever on the obligations between the Company and the Holder, by written notice to the Company, if the Closing
has not occurred on or before July 1, 2026. Termination of this Agreement will not affect the right of any party to sue for any breach
by any other party (or parties) prior to such termination. The representations and warranties, covenants and other provisions hereof
shall survive the Closing and the delivery of the Shares. Notwithstanding any termination of any Transaction Document, the reimbursement
and indemnities to which the Holder is entitled under the provisions of any Transaction Document shall continue in full force and effect
and shall protect the Holder against events arising after such termination as well as before.
6.2
Fees and Expenses. Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased,
the Company agrees to pay promptly, or as indicated below, to Holder, or reimburse Holder for, the following:
(a)
all the costs, fees and expenses of the Transfer Agent (including any fees required for same-day processing of any instruction letter
delivered by the Company) and all other costs and expenses (including stamp taxes and other taxes and duties levied) incurred in connection
with the delivery to Holder of any Shares;
(b)
all the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution and
closing of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements
of counsel to Holder in connection therewith and in connection with any other documents or matters requested by Company (including through
agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with any Transaction Document;
and
(c)
all the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in
connection with the Transaction Documents.
The
foregoing shall be in addition to, and shall not be construed to limit, any other provisions of the Transaction Documents regarding indemnification
and costs and expenses to be paid by the Company Parties.
6.3
Modifications and Signatures. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any modification effected in accordance with accordance with this Section 6.3 shall be binding upon Holder
and holder of Securities and the Company.
(a)
Entire Agreement. This Agreement and the other Transaction Documents contain and constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede all prior negotiations, agreements, and understandings, whether written or oral,
of the parties hereto, which the parties acknowledge have been merged into such documents.
(b)
Amendments. No amendment, modification or termination of any provision of this Agreement or any other Transaction Document shall
be effective without the written consent of the Company and the Holder. No waiver or consent shall be effective against any party unless
given in writing and then any such waiver shall then be effective only in the specific instance and for the specific purpose for which
it was given.
(c)
Successors and Assigns. This Agreement shall bind and inure solely to the benefit of the Company, the Holder, and their respective
successors and, if permitted, assigns; provided, that the Company may not assign this Agreement or any other Transaction Document
or any rights or obligations hereunder or thereunder without the Holder’s prior written consent and any prohibited assignment shall
be absolutely void. Unless otherwise expressly provided in any Transaction Document, Holder may sell, assign, transfer, negotiate or
grant participations in all or any part of, or any interest in, or any right or remedy under, the Shares and the Transaction Documents
without the consent of the Company Parties; provided, that any transferee of the Shares shall agree in writing to be bound, with
respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Holder” (and any
attempt to effect such transfer without securing such agreement shall be null and void).
(d)
No Waiver by Course of Dealing. No notice to or demand on any Company Party, whether or not in any Proceeding, pursuant
to any Transaction Document shall entitle any Company Party to any other or further notice (except as specifically required hereunder
or under any other Transaction Document) or demand in similar or other circumstances. The failure by any Holder Party at any time or
times to require strict performance by the Company of any provision of this Agreement or any of the other Transaction Documents or the
granting of any waiver or indulgence shall not waive, affect or otherwise diminish any right of such Holder Party thereafter to demand
strict compliance and performance with such provision, shall not affect or be a waiver under any other provision of any Transaction Document
except as specifically mentioned and shall not constitute a course of dealing by any Holder Party at variance with the terms of this
Agreement or any other Transaction Document (and therefore, among other things, shall not require further notice by a Holder Party of
its intent to require strict adherence to the terms of such Transaction Document in the future). Any such actions shall not in any way
affect the ability of any Holder Party, in its discretion, to exercise any rights available to it under this Agreement, the other Transaction
Documents or under applicable Regulations.
(e)
Execution in Counterparts. This Agreement may be executed in counterparts and by different parties on separate counterparts, each
of which, when executed and delivered, shall be deemed to be an original, and both of which, when taken together, shall constitute but
one and the same Agreement. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement is sought.
(f)
Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included
in this Agreement or any other Transaction Document are intended to authenticate this writing and to have the same force and effect as
manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record
and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. The Company
expressly agrees that this Agreement and all other Transaction Documents are “transferable records” as defined in applicable
Regulations relating to electronic transaction and that it may be created, authenticated, stored, transmitted and transferred in a manner
consistent with and permitted by such applicable Regulations.
6.4
Notices.
(a)
All notices, requests, demands, and other communications to either party hereto or given under any Transaction Document shall be in writing
(including electronic mail transmission or similar writing) and shall be given to such party at the physical address or send to the electronic
mailing address set forth in the signature pages hereof or at such other physical address or electronic mailing address as such party
may hereafter specify for the purpose of notice to the Holder and the Company in accordance with the provisions of this Section 6.4.
(b)
Each such notice, request or other communication shall be effective (i) if given by mail, three (3) Trading Days after such communication
is deposited in the U.S. Mail with first class postage pre-paid, addressed to the noticed party at the address specified herein, (ii)
if by nationally recognized overnight courier, when delivered with receipt acknowledged in writing by the noticed party, (iii) if given
by personal delivery, when duly delivered with receipt acknowledged in writing by the noticed party or (iv) if given by electronic mail,
when delivered (receipt by the sender of a receipt using the “return receipt” function or receipt of a reply email being
presumptive evidence of receipt thereof); provided, that if such electronic mail is not sent prior to the last trading hour of
the principal Trading Market of the Shares on a Trading Day, such electronic mail shall be deemed to have been sent at the opening of
trading on the next Trading Day for such principal Trading Market. Any written notice, request or demand that is not sent in conformity
with the provisions hereof shall nevertheless be effective on the date that such notice, request or demand is actually received by the
individual to whose attention at the noticed party such notice, request or demand is required to be sent.
6.5
Set-Off. In addition to any rights now or hereafter granted under applicable Regulations and not by way of limitation of any such
rights, Holder is hereby authorized by the Company at any time or from time to time, without notice or demand to Company or to any other
Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general
or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured,
but not including trust accounts) and any other indebtedness or other amounts at any time held or owing by Company to or for the credit
or the account of Company or any of its Related Parties against and on account of any amounts due by Company or any of its Related Parties
to any Holder Party under any Transaction Documents, irrespective of whether or not Holder shall have made any demand hereunder.
6.6
Governing Law.
(a)
Except as otherwise expressly provided in any other Transaction Document, this Agreement, the other Transaction Documents and all
claims, Proceedings and matters arising hereunder or thereunder or related hereto or thereto are governed by, and construed and enforced
in accordance with, the laws of the State of New York.
(b)
Any Proceeding with respect to any Transaction Document may be brought exclusively in the New York State courts sitting in the Borough
of Manhattan or the federal courts of the United States of America for the District of New York and sitting in the Borough of Manhattan.
The Company (i) accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such
courts, (ii) irrevocably waives any objection, including any objection to the laying of venue, based on the grounds of forum non conveniens
or that such jurisdiction is improper or otherwise that such party is not subject to the jurisdiction of such courts, that it may now
or hereafter have to the bringing of any Proceeding in those jurisdictions, (iii) irrevocably consents to the service of process of any
court referred to above in any Proceeding by the mailing of copies of the process to the parties hereto as provided in Section 6.4
and (iv) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Service effected as provided in this manner will become effective ten (10) calendar
days after the mailing of the process. Notwithstanding the foregoing, nothing contained in any Transaction Document shall affect the
right of Holder to serve process in any other manner permitted by applicable Regulations or commence Proceedings or otherwise proceed
against the Company in any other jurisdiction.
6.7
Severability. Any provision of any Transaction Document being held illegal, invalid or unenforceable in any jurisdiction shall
not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Transaction Document or
any part of such provision in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. In addition, upon any determination that any such term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify the relevant Transaction Document so
as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.
6.8
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Holder Party exercises a right, election, demand or option under a Transaction
Document and a Company Party does not timely perform its related obligations within the periods therein provided, then such Holder may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.
6.9
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the applicable Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case
of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the applicable Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such
circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.
6.10
Remedies.
(a)
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Holder and Company
will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to
waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
(b)
If the Company shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Transaction Documents,
Holder may, in its discretion at any time, for the account and at the expense of the Company, pay any amount or do any act required
of Company hereunder or under any of the other Transaction Documents or otherwise lawfully requested by Holder. All costs and
expenses incurred by Holder in connection with the taking of any such action shall be reimbursed to Holder by the Company on demand
with interest at the highest interest rate allowed by law from the date such payment is made or such costs or expenses are incurred
to the date of payment thereof. Any payment made or other action taken by Holder under this clause (b) shall be without
prejudice to any right to assert, and without waiver of, any breach of any Transaction Document and without prejudice to
Holder’s right to proceed thereafter as provided herein or in any of the other Transaction Documents.
(c)
The remedies provided in this Agreement and all other Transaction Documents shall be cumulative and in addition to all other remedies
available under any Transaction Document, whether at law or in equity (including a decree of specific performance and/or other injunctive
relief).
(d)
Nothing in any Transaction Document shall limit the Holder’s rights to pursue actual and consequential damages for any failure
by any Company Party to comply with the terms of this Agreement or any other Transaction Document.
(e)
An Event of Default will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore,
in the event of any such Event of Default, the Holder shall be entitled, in addition to all other available remedies, to an injunction
restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other
security being required.
6.11
Marshaling; Payment Set Aside. Holder shall not be under any obligation to marshal any property in favor of the Company or any
other party or against or in payment of any amount due under any Transaction Document. To the extent that Company makes a payment or
payments to Holder pursuant to any Transaction Document or Holder enforces or exercises its rights thereunder, and such payment or payments
or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to any Company Party, a trustee,
receiver or any other Person under any law (including any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied, and all Liens, rights
and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.
6.12
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Holder Party in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”) and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums
in the nature of interest that any Company Party may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It
is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is
precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by Company to Holder
with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by Holder to the unpaid principal balance
of any such indebtedness or be refunded to the applicable Company, the manner of handling such excess to be at Holder’s election.
6.13
Liquidated Damages. Any Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of such Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
6.14
Further Assurances. The Company Parties agree to take such further actions as Holder shall reasonably request from time to time
in connection herewith to evidence, give effect to or carry out this Agreement and the other Transaction Documents and any of the transactions
contemplated hereby or thereby.
6.15 Interpretation.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of any Transaction Document. In addition, each and every reference to share prices
and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Except
as otherwise expressly provided in any Transaction Document, if the last or appointed day for the taking of any action or the
expiration of any right required or granted under any Transaction Document shall not be a Business Day, then such action may be
taken or such right may be exercised on the next succeeding Business Day. As used in any Transaction Document, references to the
singular will include the plural and vice versa and references to the masculine gender will include the feminine and neuter genders
and vice versa, as appropriate. When used in any Transaction Document, unless otherwise expressly provided in such Transaction
Document, (a) the words “hereof,” “herein” and “hereunder” and words
of similar import refer to such Transaction Document as a whole and not to any particular provision of such Transaction Document,
(b) recital, article, section, subsection, schedule and exhibit references are references with respect to such Transaction Document
unless otherwise specified, (c) any reference to any agreement shall include a reference to all recitals, appendices, exhibits and
schedules to such agreement and, unless the prior written consent of any party is required hereunder and is not obtained, shall be a
reference to such agreement as waived, amended, restated, supplemented or otherwise modified and (d) any reference to a
specific Regulation shall be to such Regulation, as modified from time to time, together with any successor or replacement
Regulation, in each case as in effect at the time of determination. Unless the context otherwise requires, when used in any
Transaction Document, the following terms have the following meaning: (u) “execution,”
“signed,” “signature” and words of like import shall be deemed to include electronic
signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable Regulation, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act and any other similar state Regulation based on the Uniform Electronic
Transactions Act, (v) “incur” means incur, create, make, issue, assume or otherwise become or remain directly or
indirectly liable in respect of or responsible for, in each case whether directly or indirectly, as primary obligor or guarantor or
endorser, and the terms “incurrence” and “incurred” and similar derivatives shall have
correlative meanings, (w) “knowledge” of the any Company Party means the best knowledge of any officer, director
or employee of such Company Party after due inquiry, (x) “including” means “including, without
limitation,” (y) “asset” and “property” have the same meaning and mean,
“collectively, all rights and interests in tangible and intangible assets and properties, whether real, personal or mixed and
including cash, capital stock, revenues, accounts, leasehold interests, contract rights and other rights under Permits and
Contractual Obligations” and (z) “documents” and “documentation” have the same meaning and mean
“collectively, all documents, drafts, instruments, agreements, indentures, certificates, forms, opinions, powers of attorney,
notices, summons, reports, financial statements and other writings, however evidenced, whether in physical or electronic
form.” The headings in this Agreement are included for convenience of reference only and will not affect in any way the
meaning or interpretation of this Agreement. All references in this Agreement or any other Transaction Document to statutes and
regulations shall include all amendments of same and implementing regulations and any successor statutes and regulations; to any
instrument or agreement (including any of the Transaction Documents) shall include any and all modifications and supplements thereto
and any and all restatements, extensions or renewals thereof to the extent such modifications, supplements, restatements, extensions
or renewals of any such documents are permitted by the terms hereof and thereof. An Event of Default shall be deemed to exist at all
times during the period commencing on the date that such Event of Default occurs to the date on which such Event of Default is
waived in writing pursuant to the relevant Note or, with respect to any Default, is cured within any period of cure expressly
provided in the relevant Note. Whenever in any provision of any Transaction Document, any Holder Party is authorized to take or
decline to take any action (including making any determination) in the exercise of its “discretion,” such
provision shall be understood to mean that such Holder may take or refrain to take such action in its sole discretion. References to
times of the day in any Transaction Document shall refer to Eastern Time. In the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including,” the words
“to” and “until” each mean “to but excluding” and the word
“through” means “to and including.” Time is of the essence of this Agreement and the other
Transaction Documents. No provision of this Agreement or any of the other Transaction Documents shall be construed against or
interpreted to the disadvantage of any party hereto by any Governmental Authority by reason of such party having or being deemed to
have structured, drafted or dictated such provision. “month” (but not “calendar month”) means each
period from a date of determination to the day (including the Closing Date itself) in the next calendar month
numerically-corresponding to such date (provided, that, if such calendar month does not have any such
numerically-corresponding day, such numerically-corresponding day shall be deemed to be the last day of such calendar
month).
6.16
Waiver of Jury Trial and Certain Other Rights.
(a)
The parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Regulations, any right
that they may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising
out of this Agreement or any Transaction Document (whether based on contract, tort or any other theory). Each party (a) certifies that
no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other parties would not,
in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced
to enter into this Agreement and the other Transaction Documents by, among other things, the mutual waivers and certifications in this
section.
(b)
The Company acknowledges and agrees that the foregoing waivers are a material inducement to the Holder to enter into and accept this
Agreement. The Company has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial
rights following consultation with such legal counsel. In the event of litigation, this Agreement may be filed as a written consent to
a trial by the court. This Section 6.16 shall not restrict a party from exercising remedies under the UCC or from exercising pre-judgement
remedies under applicable Regulations.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
| OurB Bond, Inc.
|
Address for Notice:
|
| |
|
| By: |
/s/ Doron
Kempel |
Fax: |
|
| Name: |
Doron
Kempel |
Email: |
[email protected] |
| Title: |
Chief
Executive Officer |
|
|
[Signature
Page for Holder Follows]
EXCHANGE
AGREEMENT FOR OUR BOND INC.
IN
WITNESS WHEREOF, the undersigned have caused this Exchange Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
| Name of Holder: | |
ASCENT PARTNERS FUND LLC |
| | |
| |
| Signature of Authorized Signatory
of Holder: | |
| |
| |
By: | /s/
Mikhail Gurevich |
| | |
Name: | Mikhail
Gurevich |
| | |
Title: | Authorized
Signatory |
Address
for Notices to Holder:
c/o
Ascent Partners Fund LLC
19505
Biscayne Blvd., Suite 2350
Aventura,
FL 33180
Email:
[email protected]
EIN
Number: 93-3922003
EXCHANGE
AGREEMENT FOR OUR BOND INC.
EXHIBIT
A
FORM
OF TRANSFER AGENT INSTRUCTION LETTER
EXCHANGE
AGREEMENT FOR OUR BOND INC.
OUR
BOND, INC.
85
Broad Street
New York, New York
VIA
EMAIL: [email protected]
June
11, 2026
VStock
Transfer, LLC
18 Lafayette Place,
Woodmere, New York, 11598
Re:
Our Bond, Inc.
Ladies
and Gentlemen:
Reference
is made to that certain Exchange Agreement, dated June 11, 2026 (the “Exchange Agreement”), by and Our Bond Inc, a
Nevada corporation (the “Company”), and to Ascent Partners Fund LLC (the “Holder”), pursuant to which
the Holder, beneficially owns and holds promissory notes of the Company, issued on March 1, 2026 and Mary 4, 2026, in the aggregate principal
amount of $3,500,000 (the “Original Notes”) which is currently due and owing, and has an aggregate current value of
$3,302,457.63, exchanged all amounts currently due and owing under the Original Notes for 366,941 shares of the Company’s Series
G Convertible Preferred Stock (the “Shares”).
You
are hereby instructed, as Transfer Agent and Registrar for the Shares, to cause the Shares to be issued and registered in the names and
denominations as are specified under the Exhibit A attached hereunder, which Shares shall be in uncertificated (book entry) form and
bear Legend 1 of Schedule 1.
The
Company agrees to indemnify VStock Transfer, LLC against all losses, damages, costs, charges and expenses that it may in any way sustain,
incur, or become liable for by reason related to the above referenced transactions.
| | Sincerely, |
| | |
| | /s/ Doron
Kempel |
| | Doron
Kempel |
| | Chief
Executive Officer |
| | Our
Bond, Inc. |
EXCHANGE
AGREEMENT FOR OUR BOND INC.
Annex
A
Issuance
of SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK
| (1) |
|
(2) |
| Buyer |
|
Number
of
Shares of Series G Convertible Preferred Stock |
| Ascent
Partners Fund LLC |
|
366,941 |
EXCHANGE
AGREEMENT FOR OUR BOND INC.
Schedule
1
Legend
Legend
1
|
|
THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES. |
EXHIBIT
B
Certificate
of Designations of the Series G Convertible Preferred Stock
Exhibit 10.2
19505 Biscayne Blvd. ● Suite 2350 ● Aventura,
FL 33180 ● [email protected]
| To: |
Our Bond, Inc. |
| |
18 West 18th Street, 6th Floor |
| |
New York, NY 10011 |
| |
Email: [email protected] |
| Attention: |
Doron Kempel |
| |
Chief Executive Officer |
June 11, 2026
Re: Amendment to Warrants to Purchase Common Stock
Dear Mr. Kempel:
Reference is made to (i) the Warrant to Purchase Common
Stock dated October 27, 2025, under which Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”)
may purchase up to 3,000,000 shares of common stock of Our Bond, Inc., a Nevada corporation (together with its successors and permitted
assigns, the “Company”) at an exercise price of $12.35 for a period of sixteen (16) months from the date of issuance
(the “16 Month Warrants”), and (ii) the Warrant to Purchase Common Stock dated October 27, 2025, under which the Purchaser
may purchase up to 6,000,000 shares of common stock of the Company at an exercise price of $12.35 for a period of twenty-four (24) months
from the date of issuance (the “24 Month Warrants” and together with the 16 Month Warrants, the “Warrants”).
Capitalized terms used but not defined herein are used as defined in the Warrants.
Subject to the terms and conditions set forth herein,
and effective on the date hereof, the Warrants are hereby amended as follows:
1. Section
2 of 16 Month Warrants to purchase up to 3,000,000 shares of Common Stock is hereby amended to read as follows:
“Price. The purchase price at which this
Warrant may be exercised shall be an exercise price equal to $1.25 per share adjusted from time to time pursuant to Section 5 (as so adjusted,
the “Exercise Price”), until February 27, 2027.”
2. Section
2 of 24 Month Warrants to purchase up to 6,000,000 shares of Common Stock is hereby amended to read as follows:
“Price. This Warrant represents the right
to purchase an aggregate of 6,000,000 shares of Common Stock (the “Warrant Shares”), consisting of (i) 1,500,000 Warrant Shares
(the “Tranche 1 Warrant Shares”) exercisable at a price equal to $1.25 per share (as adjusted from time to time, the “Tranche
1 Exercise Price”) and (ii) 4,500,000 Warrant Shares (the “Tranche 2 Warrant Shares”) exercisable at a price equal to
$2.25 per share (as adjusted from time to time, the “Tranche 2 Exercise Price” and, together with the Tranche 1 Exercise Price,
each an “Exercise Price”), in each case until October 27, 2027.”
3. Except
as expressly amended by this Amendment, all of the terms and conditions of the Warrants remain unchanged and in full force and effect.
The Warrants, as amended by this Amendment, are hereby ratified and confirmed in all respects.
Notwithstanding anything to the contrary contained
in the Warrants, the Purchase Agreement, or any other Transaction Document, effective as of the date hereof, all warrants to purchase
shares of Common Stock of the Company held by the Purchaser or any of its Affiliates, other than the Warrants expressly amended hereby,
are hereby terminated, canceled and extinguished in their entirety, and shall be of no further force or effect, with no remaining rights,
obligations or liabilities of any kind thereunder, whether accrued or unaccrued; provided, that the Warrants, as amended by this Amendment,
shall continue in full force and effect in accordance with their terms.
This amendment is a Transaction Document and is limited
as written.
As of the date first written above, each reference
in the Warrants to “this Warrant,” “hereunder,” “hereof,” “herein,”
or words of like import, and each reference in the other Transaction Documents to the Warrants (including, without limitation, by means
of words like “thereunder,” “thereof” and words of like import), shall refer to the Warrants as
modified hereby, and the provisions in this amendment amending the Warrants shall be read together and construed as a single agreement
with the Warrants. The execution, delivery and effectiveness of this amendment shall not, except as expressly provided herein, commit
or otherwise obligate the Holder to enter into or consider entering into any other consent, waiver or modification of any Transaction
Document or make any further purchases or other advances pursuant to any Transaction Documents.
In further consideration for the execution of this
amendment by the Purchaser and without limiting any rights or remedies the Purchaser or any Purchaser Parties may have, the Company hereby
releases each of the Purchaser and the Purchaser Parties (each a “Releasee” and, collectively, the “Releasees”)
against any and all claims and from any other Losses of the Company or any Subsidiary thereof, whether or not relating to any Transaction
Document, any obligation or liability owing thereunder, any asset of the Company or any of their Subsidiaries or Affiliates, or any legal
relationship that exists or may exist between any Releasee and the Company or any Subsidiary of the Company. The Company, for itself and
for its Subsidiaries, acknowledges and agrees that it or its Subsidiaries may discover information later that could have affected materially
their willingness to agree to the release in this paragraph and that neither such possibility, which it took into account when executing
this amendment, nor such discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph,
and waives the benefit of any legal requirement that may provide otherwise.
As a Transaction Document, and pursuant to Section
8 (Miscellaneous) of the Warrants, this Amendment is subject to various interpretative, amendment and third party beneficiary and
other miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally
in Article VI thereof, including Sections 6.3(d) (No Implied Waivers or Notice Rights), 6.5 (Set off), 6.7 (Severability) and
6.11 (Marshaling, Payments Set Aside) but also Sections 3.1 (Representations and Warranties of the Company Parties (including
clause (kk) (AML/CTF Regulations)), 4.14 (Indemnification of Each Purchaser Party) and 6.2 (Fees and Expenses) thereof,
which the Company, in the case of representations and warranties, expressly makes herein for the benefit of the Holder whenever those
are made under the Purchase Agreement, and, for other provisions, agrees to comply therewith.
In addition, without limitation, (a) Section 8(h)
(Governing Law) of the Warrants provides that this Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware and that Proceedings in respect hereto shall be brought exclusively in the state or federal courts sitting in the City
of New York, Borough of Manhattan and (b) in Section 8(i) (Waiver of Jury Trial), the parties thereto (which include the parties
hereto) thereby irrevocably and unconditionally waived, to the fullest extent permitted by applicable Regulations, any right that they
may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out of, under
or in connection with, this Amendment or the transactions contemplated therein or related thereto (whether founded in contract, tort or
any other theory). The parties hereto hereby reaffirm all of these and all other provisions of the Transaction Documents applying
to the Transaction Documents as applying to this amendment, all of which are hereby incorporated herein by reference.
[Signature
Pages Follow]
This Amendment may be executed in counterparts, which
may be effectively transmitted by fax or e-mail (in each case return receipt requested and obtained) and which, together, shall constitute
one and the same instrument.
| Very truly yours, |
| |
|
|
| ASCENT PARTNERS FUND LLC, as Purchaser |
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Accepted and Agreed
As of the Date First Written Above:
| Our Bond, Inc., |
|
| as Company |
|
| |
|
|
| By: |
/s/ Doron Kempel |
|
| Name: |
Doron Kempel |
|
| Title: |
Chief Executive Officer |
|
Exhibit
10.3
WAIVER
and TWENTy-EIGHTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS
WAIVER AND TWENTY-EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of June 11, 2026, by and between EASTWARD FUND MANAGEMENT, LLC, a Delaware
limited liability company (“Lender”), and OUR BOND, INC., a Nevada corporation (successor-by-conversion and
name change to TG-17, INC., a Delaware corporation) (“Borrower”).
Recitals
A. Lender
and Borrower have entered into that certain Loan and Security Agreement dated as of June 5, 2019 (as amended by that certain First Amendment
dated as of January 29, 2021, that certain Second Amendment dated as of June 21, 2021, that certain Forbearance Agreement and Third Amendment
dated as of January 10, 2022, that certain Fourth Amendment dated as of February 11, 2022, that certain Fifth Amendment dated as of March
15, 2022, that certain Sixth Amendment dated as of May 12, 2022, that certain Seventh Amendment dated as of May 23, 2022, that certain
Eighth Amendment dated as of June 3, 2022, that certain Nineth Amendment dated as of November 23, 2022, that certain Tenth Amendment
dated as of December 7, 2022, that certain Eleventh Amendment dated as of February 24, 2023, that certain Twelfth Amendment dated as
of March 3, 2023, that certain Thirteenth Amendment dated as of March 10, 2023, that certain Fourteenth Amendment dated as of March 27,
2023, that certain Fifteenth Amendment dated as of April 11, 2023, that certain Sixteenth Amendment dated as of May 12, 2023, that certain
Seventeenth Amendment dated as of May 26, 2023, that certain Eighteenth Amendment dated as of June 2, 2023, that certain Nineteenth Amendment
dated as of June 16, 2023, that certain Twentieth Amendment dated July 5, 2023, that certain Twenty-First Amendment dated October 11,
2023, that certain Twenty-Second Amendment dated November 17, 2023, that certain Twenty-Third Amendment dated November 17, 2023, that
certain Twenty-Fourth Amendment dated September 27, 2024, that certain Twenty-Fifth Amendment dated December 31, 2024, that certain Twenty-Sixth
Amendment dated March 31, 2025, and that certain Twenty-Seventh Amendment dated August 6, 2025 and as the same may from time to time
be further amended, modified, supplemented or restated, collectively, the “Loan Agreement”).
B. Lender
has extended credit to Borrower for the purposes permitted in the Loan Agreement.
C. Borrower
has defaulted under the Loan Agreement by virtue of Borrower’s (i) failure to prior notify Lender of Borrower’s change in
jurisdiction of organization and change in legal name, pursuant to Section 7.2 of the Loan Agreement; (ii) creation, incurrence and/or
liability, and subsequent repayment, of that certain Promissory Note dated as of February 17, 2026 in the original principal amount of
$526,315.79 in favor of Ascent Partners Fund LLC, pursuant to Section 7.4 of the Loan Agreement; and (iii) creation, incurrence and/or
liability of (x) that certain Promissory Note dated as of March 1, 2026 in the original principal amount of $2,500,000 in favor of Ascent
Partners Fund LLC, and (y) that certain Promissory Note dated as of May 4, 2026 in the original principal amount of $1,000,000 in favor
of Ascent Partners Fund LLC (collectively, the “Notes”), each pursuant to Section 7.4 of the Loan Agreement (collectively,
the “Existing Defaults”).
D. Borrower
has requested that Lender waive its rights and remedies against Borrower, limited specifically to the Existing Defaults.
E. Although
Lender is under no obligation to do so, Lender is willing to not exercise its rights and remedies against Borrower related to the specific
Existing Defaults on the terms and conditions set forth herein, so long as Borrower complies with the terms, covenants and conditions
set forth herein.
F. Further,
Borrower has requested that Lender amend the Loan Agreement to make certain other revisions to the Loan Agreement as more fully set forth
herein.
G. Lender
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the
conditions and in reliance upon the representations and warranties set forth below.
Agreement
Now,
Therefore, in consideration of the foregoing recitals
and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
2. Waiver
of Existing Defaults. So long as no Event of Default,
other than the Existing Defaults, shall have occurred and be continuing as of the date of this Amendment, Lender hereby waives the Existing
Defaults. Lender’s agreement to waive the Existing Defaults shall not limit or impair such parties’ right to demand strict
performance of all other provisions of the Loan Agreement, as amended hereunder, as of any date.
3. Amendment
to Loan Agreement.
3.1 Section
2.2A.(b) (Interest Payments). Commencing on July 1, 2026, subsection (b) of Section 2.2A. is amended and restated in its entirety
to read as follows:
(b) Interest
Payments. With respect to each Advance, commencing on the first (1st) Business Day of the month following the month in which the
Funding Date of such Advance occurs, and continuing on the first (1st) Business Day of each month thereafter, Borrower shall make monthly
payments of interest in cash, in arrears for the prior month, on the outstanding principal amount of such Advance at the rate set forth
in Section 2.3(a).
3.2 Section
2.2A.(c) (Repayment). Commencing on July 1, 2026, subsection (c) of Section 2.2 is amended and restated in its entirety to read as
follows:
(c) Repayment.
With respect to each Advance, commencing on July 1, 2026 and continuing on the first (1st) Business Day of each month thereafter, Borrower
shall repay the then outstanding principal amount on Advances in twenty-five (25) monthly installments of principal in the amounts reflected
on the attached Exhibit A (which principal amount shall include the interest portion due and payable, but will not be paid, on August
1, 2026) , plus, as to each Advance, (ii) monthly payments of accrued interest at the rate set forth in Section 2.3(a), plus, as to each
Advance, (iii) the Restructure Final Payment, which shall be due with the final monthly payment due hereunder. All outstanding principal
and accrued and unpaid interest with respect to each Advance, and all other outstanding Obligations with respect to such Advance, are
due and payable in full on the applicable maturity date.
3.3 Section
14 (Definitions). Section 14 is hereby amended by amending and restating the following definitions in their entirety as follows:
“Restructure
Final Payment” means the amount of $162,294.82.
“Maturity
Date” means July 1, 2028.
4. Limitation
of Waiver and Amendment.
4.1 The
waiver and amendment set forth in Sections 2 and 3, above, is effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any
Loan Document, or (b) otherwise prejudice any right or remedy which Lender may now have or may have in the future under or in connection
with any Loan Document.
4.2 This
Waiver and Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and
shall remain in full force and effect.
5. Release
by Borrower.
5.1 FOR
GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Lender and their respective present or former
employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands,
obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or
character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever
connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through
and including the date of execution of this Amendment solely to the extent such claims arise out of or are in any manner whatsoever connected
with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any
of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing (collectively
“Released Claims”).
5.2 By
entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover
facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower
hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected
in respect of the Released Claims; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering
into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this
release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges
that it is not relying upon and has not relied upon any representation or statement made by Lender with respect to the facts underlying
this release or with regard to any of such party’s rights or asserted rights.
5.3 This
release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other
proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained
herein constitutes a material inducement to Lender to enter into this Amendment, and that Lender would not have done so but for Lender’s
expectation that such release is valid and enforceable in all events.
5.4 Borrower
hereby represents and warrants to Lender, and Lender are relying thereon, as follows:
| i. | Except
as expressly stated in this Amendment, neither Lender nor any agent, employee or representative
of any of them has made any statement or representation to Borrower regarding any fact relied
upon by Borrower in entering into this Amendment. |
| ii. | Borrower
has made such investigation of the facts pertaining to this Amendment and all of the matters
appertaining thereto, as it deems necessary. |
| iii. | The
terms of this Amendment are contractual and not a mere recital. |
| iv. | This
Amendment has been carefully read by Borrower, the contents hereof are known and understood
by Borrower, and this Amendment is signed freely, and without duress, by Borrower. |
| v. | Borrower
represents and warrants that it is the sole and lawful owner of all right, title and interest
in and to every claim and every other matter which it releases herein, and that it has not
heretofore assigned or transferred, or purported to assign or transfer, to any person, firm
or entity any claims or other matters herein released. Borrower shall indemnify Lender, defend
and hold each harmless from and against all claims based upon or arising in connection with
prior assignments or purported assignments or transfers of any claims or matters released
herein. |
6. Issuance
of Common Stock to Lender; Leak-Out. As additional
consideration to Lender, Borrower will issue 250,000 shares of Borrower’s common stock, par value $0.0001 per share (the “Shares”),
to Lender. Lender agrees that it shall not, on any Trading Day, sell a number of Shares which, when aggregated with any other shares
of common stock of the Borrower sold by the Lender on the same Trading Day, equals more than 10.0% of the total daily share volume as
reported by the Principal Market. “Principal Market” means the primary trading market on which Borrower’s common stock
is listed, designated or quoted for trading on the day in question. “Trading Day” means a day on which the Principal Market
is open for trading.
7. Representations
and Warranties. To induce Lender to enter into this
Amendment, Borrower hereby represents and warrants to Lender as follows:
7.1 Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete
in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing, other than the Existing
Defaults;
7.2 Borrower
has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended
by this Amendment;
7.3 The
organizational documents of Borrower delivered to Lender on June 10, 2026 remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;
7.4 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as
amended by this Amendment, have been duly authorized;
7.5 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as
amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or
authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;
7.6 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as
amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording
or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except
as already has been obtained or made; and
7.7 This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.
7.8 Upon
their issuance, the Shares will be validly issued, fully paid and non-assessable shares of common stock in Borrower. Subject to the accuracy
of the representations of Lender made in Section 8 herein, the offer and issuance by the Borrower of the Shares is exempt from registration
under the Securities Act of 1933.
8. Representations
of the Lender with Regard to the Shares. Regarding
Borrower’s issuance of the Shares, Lender hereby represents and warrants to Borrower as follows:
8.1 Lender
is acquiring the Shares for its own account, for investment purposes, and not with a view towards distribution. Lender is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. Lender has, by reason of its business and financial
experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this
type that it is capable of: (a) evaluating the merits and risks of an investment in the Shares and making an informed investment decision,
(b) protecting its own interests, and (c) bearing the economic risk of such investment for an indefinite period of time.
8.2 Lender
understands that the Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act of 1933
and applicable state securities laws and that the Shares shall bear a restrictive legend in substantially the following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
9. Ratification
of Intellectual Property Security Agreement. Borrower
hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Intellectual Property Security Agreement
dated as of the Effective Date between Borrower and Lender, and acknowledges, confirms and agrees that said Intellectual Property Security
Agreement (a) contains an accurate and complete listing of all Intellectual Property Collateral (as defined therein) and (b) shall remain
in full force and effect.
10. Ratification
of Perfection Certificate. Borrower hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or prior to
the Effective Date and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Lender in such Perfection
Certificate have not changed, as of the date hereof.
11. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.
12. Post-Closing
Conditions. No later than ten (10) Business Days
after the date of this Amendment, for each Collateral Account that Borrower maintains, Borrower shall cause the applicable bank or financial
institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument
with respect to such Collateral Account to perfect Lender’s Lien in such Collateral Account in accordance with the terms hereunder
which Control Agreement may not be terminated without the prior written consent of Lender. The provisions of the previous sentence shall
not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the
benefit of Borrower’s employees and identified to Lender by Borrower as such.
13. Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Lender of this Amendment by each party hereto, (b)
the Notes shall be converted into preferred stock of Borrower, subject to certain terms and restrictions acceptable to Lender on or prior
to the date hereof, and (c) receipt by Lender of Lender Expenses associated with the preparation of this Amendment and the transactions
contemplated hereby and a fee in the amount of $5,000, which shall be deemed fully earned and nonrefundable on the date hereof, which
may be debited from any of Borrower’s accounts.
[Balance
of Page Intentionally Left Blank]
In
Witness Whereof, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first written above.
| BORROWER: |
|
| |
|
|
| OUR
BOND, Inc. |
|
| |
|
|
| By: |
/s/
Doron Kempel |
|
| |
|
|
| Name:
|
Doron
Kempel |
|
| |
|
|
| Title:
|
Chief
Executive Officer |
|
| LENDER: |
|
| |
|
|
| EASTWARD
FUND MANAGEMENT, LLC |
|
| |
|
|
| By: |
/s/
Dennis Cameron |
|
| |
|
|
| Name:
|
Dennis
Cameron |
|
| |
|
|
| Title:
|
Chief
Executive Officer |
|
