SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
THE SECURITIES EXCHANGE ACT OF 1934
|Date of report (Date of earliest event reported)
|August 29, 2023
|(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of
|(Commission File Number)
|(I.R.S. Employer Identification No.)
|1 Controls Drive,
|(Address of Principal Executive Offices)
|(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
|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))
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 ¨
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class:
|Name of each exchange on which registered:
|Entry into a Definitive Material Agreement.
On August 29, 2023, NanoViricides, Inc. (the “Registrant”)
entered into a Deferred Expense Exchange Agreement (the “Agreement”) with TheraCour Pharma, Inc., a Connecticut corporation
(“TheraCour”) effective as of July 19, 2023. Dr. Anil Diwan, the Registrant’s founder, President and Chairman, owns
approximately 90% of TheraCour’s capital stock. Dr. Diwan recused himself from voting on any action of the Registrant’s Board
of Directors in connection with the Agreement and the Note (as that term is defined herein), and any discussions related thereto.
Pursuant to a Licensing Agreement dated September
7, 2021 (the “License Agreement”) between the Registrant and TheraCour, the Registrant is obligated to make certain milestone
payments to TheraCour upon achieving certain milestones. As the date of the Agreement, TheraCour achieved the milestone regarding the
“Initiation of Phase 1 Clinical Trials or Equivalent” by TheraCour within 3 months from Regulatory Approval. Upon achieving
this milestone, the Registrant was obligated to pay TheraCour a cash milestone payment in the amount of $1,500,000.
In lieu of this cash payment, TheraCour agreed
to accept a Convertible Promissory Note in the principal amount of $1,500,000 effective July 19, 2023 (the “Note”). The Note
accrues interest at the rate of twelve percent (12%) per annum and is due and payable on January 19, 2025. The Note is convertible, at
TheraCour’s option, into shares of the Company’s Series A Convertible Preferred Stock, par value $0.00001 (the “Series
A Shares”) at the conversion price specified in the terms and conditions contained within the Note. The Agreement and the
Note contain customary representations, warranties and covenants for similar agreements.
descriptions of the License Agreement, Deferred Expense Exchange Agreement, and Convertible Promissory Note are not complete and further
are qualified in their entirety by reference to the Licensing Agreement, the Agreement, and the Note which are filed as Exhibit 10.1,
Exhibit 10.2, and 10.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
|Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
The information contained above in Item 1.01 is
hereby incorporated by reference into this Item 2.03
|Financial Statements and Exhibits.
* Previously filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed on September 15, 2021.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
|Date: September 1, 2023
|/s/ Meeta Vyas
|Name: Meeta Vyas
|Title: Chief Financial Officer
EXPENSE EXCHANGE AGREEMENT
This DEFERRED EXPENSE EXCHANGE
AGREEMENT (this “Exchange Agreement”), effective of July 19, 2023 (“Execution Date”), by and between NanoViricides,
Inc., a Nevada corporation (the “Company”) and TheraCour Pharma, Inc., a Connecticut corporation (“TheraCour”)
(collectively, the “Parties”).
WHEREAS, pursuant to
the Licensing Agreement dated September 7, 2021 between the Parties, the Company is required to pay TheraCour certain amounts as Milestone
payments for meeting certain thresholds (the “Milestone Payments”);
WHEREAS, as of the
date of this Agreement, the Company is indebted to TheraCour in the aggregate amount of $1,500,000 through and including July 19, 2023,
for achieving the Milestone regarding the Initiation of Phase 1 Clinical Trials or Equivalent by TheraCour within 3 months from Regulatory
Approval (the “Milestone 3 Payment”); and
has proposed and the Company has agreed that TheraCour defer the Milestone Payment in in exchange the amount of $1,500,000 (the “Exchange”)
in exchange for a Convertible Promissory Note in the amount of $1,500,000 (the “Note”).
NOW THEREFORE, in consideration
of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties hereto hereby agree as follows:
agrees, subject to the conditions set forth herein, to exchange the Milestone 3 Payment for the Note, made by the Company in favor of
Parties shall use best efforts to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, the
Parties: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by the
Parties; (ii) shall use best efforts to obtain any consent (if any) reasonably required to be obtained; and (iii) shall use best efforts
to satisfy any conditions precedent to the consummation of this Agreement and to effectuate the Exchange. The Company shall
pay any applicable fees and costs, including reasonable legal fees, associated with same.
the issuance of the Note, to be held on the Execution Date, the amount the Company is indebted to TheraCour shall be reduced by the Exchange.
Note shall be convertible into shares of the Company’s Series A Convertible Preferred Stock (the “Shares”) of the Company,
at the Conversion Price as defined in the terms and conditions contained within the Note therein.
Company hereby agrees to defend and indemnify TheraCour and each of the officers or agents of TheraCour as of the date of this Agreement
against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred
in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they
may become subject arising out of or based on the transactions contemplated in this Agreement.
And Warranties Of The Company. The Company hereby represents and warrants to TheraCour as follows:
Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken
by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement
constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms and does not conflict with,
result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument,
contract or other agreement to which the Company or its subsidiaries is a party.
of the Company’s Certificate of Incorporation, as amended, or Bylaws, any agreement to which the Company is a party, or the laws
of Delaware, or New York, restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated
by this Agreement or would limit any of TheraCour’s rights following consummation of the transactions contemplated by this Agreement.
Warranties And Covenants Of TheraCour. TheraCour represents, warrants and covenants to the Company as follows:
has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by
TheraCour to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement
constitutes a legal, valid and binding obligation of TheraCour enforceable in accordance with its terms.
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Company’s securities and has obtained, in its judgment, sufficient information about the Company to evaluate the merits and
risks of an investment in the Company.
is relying solely on the representations and warranties contained in Section 2 hereof, the information contained in the Company’s
filing with the Securities and Exchange Commission (“SEC”) and in certificates delivered hereunder in making its decision
to enter into this Agreement and consummate the transactions contemplated hereby and no oral representations or warranties of any kind
have been made by the Company or its officers, directors, employees or agents to TheraCour.
represents, warrants and agrees that (i) any Shares of the Company it receives will be acquired for investment purposes only for their
own account or for the account of controlled affiliates, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that they have no present intention of selling, granting any participation in or otherwise distributing the same,
(ii) it has not been formed for the specific purpose of acquiring the Shares, (iii) that it is financially sophisticated and is able to
fend for itself, can bear the economic risk of the investment, and has such knowledge and experience in financial or business matters
that it is capable of evaluating the merits and risks of the investment in the Shares, (iv) it is an “accredited investor”
or a “qualified institutional buyer” within the meaning of current SEC rules.
understands that the Shares it may receive under the Note are “restricted securities” under U.S. federal securities laws inasmuch
as they will be acquired by it from the Company in a transaction not involving a public offering and that under such laws and applicable
regulations such Shares may be resold without registration only in certain limited circumstances. TheraCour further understands that the
Shares may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the any stock exchange unless there
is an effective registration statement covering the Shares or the Shares are being sold or transferred in reliance on an exemption, including
without limitation Regulation S.
further understands that the Shares have significant restrictions in their conversion procedures and are not convertible into Common Stock
until and unless a “Change of Control” of the Company, as defined in the Certificate of Designation of Series A Convertible
Stock, as amended, and that there is currently no trading market for trading of the Shares.
headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
Agreement may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement.
Agreement shall be a contract made under and governed by the laws of the State of New York.
Agreement shall be binding upon the Company, TheraCour and their respective successors and assigns, and shall inure to the benefit of
the Company, TheraCour and their respective successors and permitted assigns.
terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted
assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person or entity.
one or more provisions of this letter agreement are held to be unenforceable under applicable law, it shall be excluded from this letter
agreement and the balance of the letter agreement shall be interpreted as if it were so excluded and shall be enforceable in accordance
with its terms.
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
amendments or modifications of this Agreement and all consents, waivers and notices delivered hereunder or in connection herewith shall
be in writing and executed by both parties hereto.
Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements
and undertakings, both written and oral, among the parties with respect thereto.
of the Company and TheraCour hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising
out of or relating to this Agreement and the transactions contemplated hereby.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their duly authorized representatives or self as of the date first above written.
|/s/ Meeta Vyas
|Name: Meeta Vyas
|Title: Chief Financial Officer
|THERACOUR PHARMA, INC.
|/s/ Anil Diwan
|Name: Anil R. Diwan
|Title: Chief Executive Officer
THIS NOTE AND THE SECURITIES ISSUABLE UPON
ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
CONVERTIBLE PROMISSORY NOTE
|July 19, 2023
FOR VALUE RECEIVED, NanoViricides,
Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of TheraCour Pharma, Inc. or any subsequent
holder of this Note (collectively, the “Holder”), in exchange for the Milestone Payment due as of July 19, 2023 as
referenced fully in the “Deferred Expense Exchange Agreement of even date herewith, under the terms herein, unless and until converted,
the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Principal Amount”), plus interest
accrued thereon as herein provided with respect to the Principal Amount. Fixed annual interest shall accrue only on the unpaid Principal
Amount from the date of original issuance until paid or converted in accordance herewith, as applicable, at a rate equal to twelve percent
(12%) per annum. The unpaid Principal Amount, together with any then-unpaid accrued interest thereon, shall be due and payable or converted,
as the case may be, on January 19, 2025 (the “Maturity Date”) or (ii) when such amounts are made due and payable upon
or after the occurrence of an Event of Default in accordance with Section 1 hereof. All payments due on this Note shall be made
either (i) by the issuance of the applicable class of equity securities described in the Deferred Expense Exchange Agreement (the “Exchange
Agreement”) dated as of the date hereof between the Company and the Holder or (ii) in the event that the Holder is entitled or elects
to receive payment in cash for any payments due on this Note on the terms and conditions set forth herein and in the Exchange Agreement,
such payment shall be made via certified check or other immediately available funds. The Holder shall only be entitled to receive a cash
payment for a payment due on this Note (provided that the Note has not been converted pursuant to Section 3 of the Exchange Agreement)
(i) upon the demand of the Required Holders on or after the Maturity Date or (ii) upon the occurrence and continuance of Event of Default.
The Company may not repay this Note in cash without the approval of the Required Holders.
All capitalized terms not
defined herein shall have the meanings ascribed to them in the Defined Expense Exchange Agreement excluded as of even date herewith. The
Holder, by its acceptance hereof, agrees to be bound by the provisions of the Exchange Agreement. Subject to Section 8 hereof, any transfer
of this Note will be effected only by surrender of this Note to the Company and reissuance of a new note to the transferee for any unpaid
Interest shall be calculated
on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note, the Holder will
not charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum rates or amounts
permitted by applicable law and in the event any payments are made in excess of such maximum, such payments shall be credited to reduce
the Principal Amount. All payments received by the Holder hereunder will be applied first to reasonable costs of collection, if any, then
to interest and the balance to the Principal Amount.
of Default. An “Event of Default” will occur if any of the following occurs:
Company fails to make any payment of the Principal Amount or interest when due hereunder within five (5) business days following written
Company materially breaches any representation or warranty contained in, or fails to comply in any material respect with, any of the terms
or covenants of the Exchange Agreement or this Note, and such breach or failure is not cured within thirty (30) days after the Required
Holders have given the Company written notice of such breach;
proceedings shall have been commenced against the Company (i) under federal bankruptcy law or under any applicable federal or state bankruptcy,
insolvency, or similar law, which seek the general adjustment of the Company’s debts, (ii) seeking the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any material part of the Company’s
property, or (iii) seeking an order winding up or liquidating the assets of the Company are initiated and continue for a period of sixty
a voluntary proceeding shall have been commenced under federal bankruptcy law, or any other applicable federal or state bankruptcy, insolvency,
or other similar law, (ii) the consent by the Company to the appointment of, or taking possession by, a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Company or for any material part of the Company’s property,
(iii) the Company making any assignment for the benefit of creditors, or (iv) the taking of any formal action by the Company in furtherance
of any of the foregoing; or
occurs a liquidation, dissolution or winding up of the Company.
on Default, Etc. Upon the occurrence and continuance of an Event of Default, at the option and upon the declaration of the Required
Holders the entire unpaid Principal Amount and accrued and unpaid interest on this Note and all other Notes shall, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable (provided that if an Event
of Default specified in Sections 1(c) or 1(d) above occurs, this Note shall become immediately due and payable without any
declaration or other act on the part of the Holder) and the Holder may, among other things, proceed to protect and enforce its rights
hereunder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained
herein or in the Exchange Agreement, or for an injunction against a violation of any of the terms hereof or thereof or in the exercise
of any power granted hereby or thereby or by law. No right conferred upon the Holder hereby or by the Exchange Agreement shall be exclusive
of any other right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
(a) Conversion Right.
The Holder shall have the right from time to time, following the date of this Note in respect of the remaining outstanding principal amount
of this Note to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and non-assessable shares of the Company’s Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series
A Stock”) as such Series A Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into
which such Series A Stock shall hereafter be changed or reclassified at a conversion price per share of which price is determined using
the Black-and Scholes or similar valuation of the share of Series A Stock as of the date when the Milestone Payment became due, namely,
July 19 2023, as determined by the Company’s Controller (subject to equitable adjustments for stock splits, stock dividends or rights
offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar events) (the “Conversion Price”). The number
of shares of Series A Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the Conversion Price as specified above in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice
of Conversion”), delivered to the Borrower by the Holder in accordance with Section 3(b) below; provided that the Notice of Conversion
is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before
6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion
plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in
this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2).
(b) Method of Conversion.
of Conversion. Subject to Section 3(a), this Note may be converted by the Holder in whole or in part at any time from time to time
after the Issue Date, by (A) submitting to the Company a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication
dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) at the principal office of the Company.
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal
amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the
dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require
physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall,
prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this
Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face hereof.
(iii) Payment of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Series A Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property
unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the
Holder’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established
to the satisfaction of the Company that such tax has been paid.
(iv) Delivery of Series A Preferred Stock Upon Conversion. Upon receipt by the Company from the Holder of a facsimile transmission or
e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this
Section 3(b), the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Series A Preferred Convertible Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”).
of the Company to Deliver Series A Preferred Stock. Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed
to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under
this Section 3, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive
the Series A Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a
Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates for Series A Stock shall
be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with
respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay
in the enforcement of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The Conversion Date specified
in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Company before 6:00 p.m.,
New York, New York time, on such date.
This Note may be prepaid, in whole or in part, by the Company, without the prior written consent of the Holders.
Amendments by Holder. This Note and any provision hereof may be amended, waived or terminated only in accordance with the Exchange
Notices. All notices required to be given to any of the parties hereunder shall be in writing and shall be
deemed to have been sufficiently given for all purposes when presented personally to such party or sent by certified or registered mail,
return receipt requested, to such party at its address set forth below:
|TheraCour Pharma, Inc
135 Wood Street Suite 200
West Haven, CT 06516
|With a copy to :
|Anil R. Diwan
493 Glen Devon Road
West Haven, CT 06516
1 Controls Drive
Shelton, CT 06484
|With a copy to:
|Peter Campitiello, Esq.
McCarter& English, LLP
Two Tower Center Boulevard, 24th Floor
East Brunswick, NJ 08816
In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole
or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate
to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other
provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall
be affected, prejudiced, or disturbed thereby.
Before any proposed sale, pledge, or transfer of this Note (“Transfer”), unless there is in effect a registration statement
under the Securities Act covering the proposed Transfer, the Holder thereof shall give notice to the Company of such Holder’s intention
to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail and,
if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel
who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the
proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S.
Securities and Exchange Commission (the “SEC”) to the effect that the proposed Transfer of this Note without registration
will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably
satisfactory to counsel to the Company to the effect that the proposed Transfer of this Note may be effected without registration under
the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to Transfer the Note in accordance with the terms
of the notice given by the Holder to the Company. The Company agrees that no opinion shall be required with respect to a Transfer by a
Holder, without consideration, to any affiliate of such Holder; a Transfer by a Holder which is a partnership to a partner of such partnership
or a retired partner of such partnership or to the estate of any such partner or retired partner; or a Transfer by a Holder which is a
limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired
member or a Transfer by a Holder which is a corporation to its stockholders, provided that the transferee in each case agrees in
writing to be subject to the terms of this Note and the Exchange Agreement (such transactions, a “Permitted Transfer”).
In the event of a Permitted Transfer, upon the receipt of the original executed copy of this Note from the Holder, the Company will promptly
issue a new Note in the name of the transferee at no charge, except for any applicable transfer taxes.
The obligations of the Company under this Note shall not be subject to reduction, limitation, impairment, termination, defense, set-off,
counterclaim or recoupment for any reason.
and Collection Fees. Should the indebtedness evidenced by this Note or any part hereof be collected at law or in equity or in bankruptcy,
receivership or other court proceedings, or this Note be placed in the hands of attorneys for collection, the Company agrees to pay, in
addition to the Principal Amount and accrued interest due and payable hereon, all costs of collection, including, without limitation,
reasonable attorneys’ fees and expenses, incurred by the Holder in collecting such indebtedness or enforcing this Note.
of Presentment. The Company hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other notices
or demands in connection with the delivery, acceptance, performance or default of this Note.
Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard
to conflict of law principles that would result in the application of any law other than the law of the State of New York.
This Note shall be an unsecured obligation of the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company
has caused this Convertible Promissory Note to be signed by its duly authorized officer.
|/s/ Meeta Vyas
|Name: Meeta Vyas
|Title: Chief Financial Officer
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