Amendment to MIPA

Conversion of Certain Accrued Interest. The Sellers shall convert an aggregate of $1,567,779 of accrued interest on the Seller Notes into an aggregate of 485,381 shares of Purchaser Common Stock at $3.23 per share, with each Seller converting the amount of interest into shares of Purchaser Common Stock in the amounts set forth on Schedule B attached hereto. The Sellers’ Representative confirms each Seller’s representations and warranties set forth on Schedule C attached hereto with respect to the receipt of Purchaser Common Stock provided for hereunder. Purchaser shall use its reasonable best efforts to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Purchaser Common Stock to be issued hereunder, as well as those shares that were issued to the Sellers in connection with the amendment of the MIPA on March 17, 2024, as soon as possible after the date hereof and to cause such registration statement to be declared effective within 90 days from the date thereof.

Representations and Warranties. Each of the Parties hereby represents and warrants to the other Parties that (a) such Party has all necessary power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement has been duly authorized and approved, (c) no other entity or governing body action on the part of such Party is necessary to authorize the execution and delivery by such Party of this Agreement; and (d) this Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity. The Purchaser further represents and warrants that the Purchaser SEC Documents filed since March 17, 2024 (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act or the Sarbanes-Oxley Act of 2002, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading.

Counterparts; Electronic Delivery. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State, without reference to such State’s principles of conflict of laws.