Exhibit 4.1

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 115 PULLMAN CROSSING ROAD, SUITE #103, GRASONVILLE, MARYLAND 21638.

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND ACCEPTABLE BY THE BORROWER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS 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.

Purchase Price: $__________

Original Issue Discount: $_______

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, OS Therapies Incorporated, a Delaware corporation, OS Animal Health Inc., a Delaware corporation, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, jointly and severally, the “Borrower”), hereby promise to pay to the order of ________________ (the “Holder”), or its permitted assigns, the principal amount advanced by such Holder hereunder, together with the Original Issue Discount (as defined below) applicable thereto (collectively, the “Principal Amount”), plus interest thereon as provided herein, in accordance with the terms of this Senior Secured Convertible Promissory Note (this “Note”).

This Note is one of a series of substantially identical secured convertible promissory notes issued by the Borrower pursuant to that certain Securities Purchase Agreement, dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Purchase Agreement”), among the Borrower and the purchasers party thereto (collectively, the “Holders”). The aggregate purchase price of Notes issued pursuant to the Purchase Agreement shall not exceed Ten Million Dollars ($10,000,000).

The Notes shall be issued in two tranches (each, a “Tranche” and, together, the “Tranches”) as follows:

(i) the initial tranche shall consist of up to Five Million Dollars ($5,000,000) in aggregate purchase price (the “First Tranche”); and

(ii) the second tranche shall consist of up to Five Million Dollars ($5,000,000) in aggregate purchase price (the “Second Tranche”). The funding of the Second Tranche shall be subject to the individual discretion of each Holder, and no Holder shall have any obligation to fund any portion of the Second Tranche unless and until such Holder elects, in its sole discretion and agreed to by the Borrower, to fund such additional amount. The Borrower acknowledges and agrees that the obligation of each Holder with respect to the Second Tranche shall be separate and independent from the obligations of any other Holder.

The maturity date applicable to each Tranche funded under this Note (the “Maturity Date” for such Tranche) shall be nine (9) months following the date on which such Tranche is funded by the applicable Holder (the “Advance Date” for such Tranche), unless earlier converted, prepaid, accelerated or otherwise paid in accordance with the terms hereof. For the avoidance of doubt, each Tranche shall have a separate Advance Date and a separate Maturity Date determined by reference to the date on which such Tranche is funded. “Majority in Interest of Holders” means, as of any date of determination, the holders of Notes representing more than fifty percent (50%) of the aggregate outstanding Principal Amount of all Notes then outstanding; provided, however, that with respect to any amendment, waiver or consent requiring the approval of Holders that would directly and adversely affect one or more Holders in a manner materially different from the other Holders, the consent of each such directly and adversely affected Holder shall also be required.

The Borrower hereby promises to pay to the Holder the Principal Amount advanced by the Holder pursuant to this Note, together with interest thereon at the rate of nine percent (9%) per annum (the “Interest Rate”), calculated on the basis of a 360-day year and the actual number of days elapsed. Interest shall accrue separately with respect to each Tranche commencing on the applicable Advance Date. Notwithstanding anything herein to the contrary, with respect to each Tranche funded by the Holder, Borrower shall be obligated to pay Holder a minimum amount of interest equal to one (1) full year of interest calculated at the Interest Rate on the original principal amount of such Tranche (the “Minimum Interest Amount”), regardless of any conversion, prepayment, repayment, acceleration or other termination of such Tranche prior to the expiration of twelve (12) months following the applicable Advance Date. The Minimum Interest Amount shall be due and payable upon the earliest to occur of (i) the Maturity Date applicable to such Tranche, (ii) conversion of such Tranche, (iii) prepayment or repayment of such Tranche, or (iv) acceleration of the Obligations following an Event of Default. Notwithstanding anything herein to the contrary, the Interest Rate shall in no event exceed the maximum rate permitted by applicable law, and any amount paid or payable as interest in excess of such maximum lawful rate shall be applied to reduce the outstanding Principal Amount of this Note.

This Note carries an original issue discount equal to seven and one-half percent (7.5%) of the Principal Amount advanced pursuant to each Tranche (the “OID”). The OID shall be included in the Principal Amount of this Note and shall be earned solely upon the funding of the applicable Tranche. No OID shall be earned, accrued or payable with respect to any unfunded portion of the Note. For illustrative purposes only, if a Holder funds a Tranche with a subscription amount of $5,000,000, the applicable Note would have an original principal amount of $5,405,405 and an OID of $405,405.

This Note is issued pursuant to the Purchase Agreement. The terms, conditions, representations, warranties, covenants and other provisions contained in the Purchase Agreement are incorporated herein by reference and made a part hereof as if fully set forth herein. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement. As used herein, the term “Trading Day” means any day that the Common Shares are listed for trading or quotation on any national securities exchange or electronic quotation system on which the Common Shares are then listed or quoted

This Note shall constitute a senior secured obligation of the Borrower. The obligations of the Borrower under this Note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of the date hereof, among the Borrower, the guarantors party thereto, and RockTov SLC LLC, as collateral agent for the Holders (the “Pledge and Security Agreement”), a copy of which is attached hereto as Exhibit C. The Pledge and Security Agreement, together with the Purchase Agreement and the other ancillary agreements executed in connection therewith, constitute the “Transaction Documents.” The terms of the Transaction Documents are incorporated herein by reference and made a part of this Note. The Borrower shall cause each Subsidiary formed or acquired after the Issue Date to execute such joinders, guaranties, security agreements and other documents as may be reasonably necessary to become bound by the applicable Transaction Documents and to grant the Holders a first-priority security interest in such Subsidiary’s assets (excluding intellectual property), subject only to Permitted Liens. This Note shall rank pari passu with all other Notes issued pursuant to the Purchase Agreement.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issuance thereof and shall not be subject to preemptive rights or similar rights of any shareholder of Borrower.

The conversion provisions, payment obligations, covenants, events of default and other terms applicable to this Note are set forth below.

ARTICLE I.
PAYMENTS

1.1 Principal Payments. The Principal Amount of each Tranche funded by a Holder shall be due and payable on the Maturity Date applicable to such Tranche, unless earlier converted, prepaid, accelerated or otherwise paid in accordance with the terms hereof. For the avoidance of doubt, each Tranche funded by a Holder shall have its own separate Maturity Date determined by reference to the applicable Advance Date.

1.2 Interest Payments. Interest on each Tranche funded hereunder shall (i) commence accruing on the applicable Advance Date, (ii) be calculated separately with respect to each Tranche, and (iii) accrue on the outstanding principal amount of such Tranche based on a 360-day year and the actual number of days elapsed. Accrued and unpaid interest with respect to each Tranche shall be due and payable on the earliest to occur of (a) the Maturity Date applicable to such Tranche, (b) conversion of such Tranche, (c) prepayment or repayment of such Tranche, or (d) acceleration of the Obligations following an Event of Default. Notwithstanding the foregoing, the Holder shall be entitled to receive the Minimum Interest Amount applicable to each Tranche as provided in the introductory provisions of this Note, regardless of any conversion, prepayment, repayment, acceleration or other termination of such Tranche prior to the expiration of twelve (12) months following the applicable Advance Date.

1.3 Other Payment Obligations. All payments, fees, penalties and other amounts due under this Note shall be payable pursuant to the terms contained herein and, in all cases, shall be payable no later than the applicable Maturity Date, unless otherwise accelerated or otherwise due pursuant to the terms hereof.

1.4 Gross-Up. If any taxes are levied or imposed on payments, fees, penalties or other charges due under this Note or any other Transaction Document, Borrower agrees to pay the full amount of such taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Note or any other Transaction Document, after withholding or deduction for or on account of any taxes, shall not be less than the amount otherwise payable under this Note or such Transaction Document.

1.5 Prepayment. Borrower shall have the right to prepay all or any portion of the outstanding Tranches prior to their applicable Maturity Dates upon ten (10) Trading Days’ prior written notice to each Holder (the “Prepayment Notice”), by making a payment to each Holder in an amount equal to one hundred ten percent (110%) of the sum of (i) the outstanding Principal Amount of such Holder’s Tranche being prepaid, (ii) all accrued and unpaid interest thereon, including any unpaid Minimum Interest Amount, and (iii) any other amounts due and owing under this Note with respect to such Holder’s Tranche (the “Prepayment Amount”). Any voluntary prepayment of the Tranches shall be made ratably among the Holders based upon the respective outstanding Principal Amounts of the Tranches held by each Holder immediately prior to such prepayment. Borrower shall not prepay any Tranche held by one Holder without simultaneously making a corresponding prepayment to all other Holders on a pro rata basis in accordance with their respective outstanding Principal Amounts. The Prepayment Notice must be received by each Holder no later than ten (10) Trading Days prior to the date Borrower proposes to remit the Prepayment Amount (the “Prepayment Date”). Borrower shall not remit, and no Holder shall be obligated to accept, any cash payment in respect of any Tranche unless and until such ten (10) Trading Day notice period has fully elapsed, it being the intent of the parties that each Holder shall have the full notice period to elect to convert all or any portion of its Tranche into Common Shares in lieu of receiving such cash payment. If Borrower fails to remit the Prepayment Amount on or before the Prepayment Date, then (i) the Prepayment Notice and the applicable prepayment right shall be deemed cancelled, (ii) Borrower shall thereafter not be permitted to prepay any Tranche without the consent of the Majority in Interest of Holders, and (iii) each Holder’s conversion rights shall remain unaffected.

1.6 Late Charges; Default Interest. If any payment due under this Note (other than a payment due upon maturity or acceleration) is not made on or before its due date, the Holder may, at its discretion, collect a delinquency charge equal to the greater of One Hundred Dollars ($100.00) or five percent (5%) of the unpaid amount. All unpaid amounts due under this Note shall, in addition to all other remedies available to Holder, bear interest after default or maturity at the Default Interest Rate.

1.7 Payment Method. All payments of principal, interest and other amounts due hereunder (to the extent not converted into Common Shares) shall be made by wire transfer or ACH transfer pursuant to written instructions provided by the applicable Holder. Unless otherwise expressly provided in this Note or required by applicable law, payments shall be applied first to accrued and unpaid interest, then to fees, charges and other amounts due hereunder, and then to outstanding principal. Whenever any amount expressed to be due under this Note is due on a day that is not a Business Day, such payment shall instead be due on the immediately preceding Business Day. “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or required by law or executive order to remain closed.

1.8 Costs of Enforcement and Collection. Borrower shall pay, on demand, all reasonable costs and expenses incurred by Holder in enforcing, exercising, preserving or protecting any right or remedy under this Note or any other Transaction Document, whether or not any action, arbitration, litigation or other proceeding is commenced, including, but not limited to, costs and expenses incurred in connection with (a) collecting any amount due, or compelling the performance of any other obligation owed to the Holder, under this Note or any other Transaction Document; (b) any proof of claim, motion for relief from the automatic stay, plan objection, or other action to collect or protect the Holder’s claim in any bankruptcy, insolvency, receivership, or similar proceeding involving the Borrower or any Subsidiary; and (c) the confirmation or entry of, and any action to enforce or collect upon, any arbitration award, judgment, or order in favor of the Holder relating to the Transaction Documents. Such costs and expenses include, but are not limited to, reasonable attorneys’ fees and disbursements, expert and consultant fees, and arbitration and court costs. In addition, and as an alternative at Holder’s election (and without limiting the Borrower’s obligation to pay such amounts on demand), Holder may add all such costs and expenses to the Principal Amount as and when paid or incurred, without demand upon or notice to the Borrower, whereupon such amounts shall constitute part of the Principal Amount and the Obligations, shall accrue interest at the rate then applicable under this Note, and shall be payable in accordance with its terms.

1.9 Increases to Principal Amount. The Principal Amount of the applicable Tranche shall be increased by any amounts that are added to, or deemed added to, the Principal Amount pursuant to the terms of this Note or any other Transaction Document.

ARTICLE II.
CONVERSION RIGHTS

2.1 Conversion Rights. The Holder shall have the right, at any time, at the Holder’s option, to convert all or any portion of the outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable Common Shares of Borrower or other securities into which such Common Shares shall hereafter be changed or reclassified (each, a “Conversion Share”) at the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of Common Shares beneficially owned by the Holder and its affiliates (other than Common Shares which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with the Holder who has purchased a portion of this Note from the Holder) and (2) the number of Common Shares issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding Common Shares.

For purposes of the immediately preceding paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, except as otherwise provided in this Section 2.1; provided, however, that the Holder may waive the foregoing limitation up to a maximum beneficial ownership limitation of 9.99% upon not less than sixty-one (61) days’ prior written notice to Borrower (the “Waiver Notice”). The provisions of the Beneficial Ownership Limitation shall continue to apply until the expiration of such sixty-one (61)-day period (or such later date as may be specified in the Waiver Notice).

The beneficial ownership limitation described in this Section 2.1 shall be referred to herein as the “Beneficial Ownership Limitation.” The number of Common Shares to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to Borrower by the Holder in accordance with Section 2.4 below; provided that the Notice of Conversion is delivered to Borrower before 5:00 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 on such principal amount through the Conversion Date (including, to the extent applicable, any unpaid portion of the Minimum Interest Amount); plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in clauses (1) and/or (2); plus (4) the Holder’s reasonable expenses relating to such Conversion, including, without limitation, amounts paid by the Holder in connection with Borrower’s transfer agent; plus (5) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 2.3 and 2.4 hereof.

For the avoidance of doubt, each Holder shall exercise its Conversion rights independently with respect to its Note, and the Conversion rights of one Holder shall not be affected by, or subject to approval by, any other Holder.

2.2 Conversion Price.

(a) Calculation of Conversion Price. The Conversion Price shall be equal to $2.05 per share (the “Conversion Price”).

(b) Fixed Conversion Price Adjustments.

(1) Intentionally Omitted.

(2) Common Share Distributions and Splits. If Borrower, at any time while this Note is outstanding: (i) pays a distribution on its Common Shares or otherwise makes a distribution or distributions payable in Common Shares on its Common Shares; (ii) subdivides outstanding Common Shares into a larger (or smaller) number of shares; or (iii) issues, in the event of a reclassification of shares of Common Shares, any Common Shares of Borrower, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding any treasury shares of Borrower) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event.

(3) Fundamental Transaction. If, at any time while this Note is outstanding, (i) Borrower effects any merger or consolidation of Borrower with or into another person, (ii) Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by Borrower or another person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (iv) Borrower effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) Common Share (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) Common Share in such Fundamental Transaction, and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

(4) Notice to the Holder. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 2.2(b), Borrower shall within two (2) business days deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, provided that Borrower’s failure to timely provide the notice shall not affect the automatic adjustments contemplated hereby.

2.3 Authorized Shares. Borrower covenants that at all times while any conversion, exercise or other right to acquire Common Shares exists under the Transaction Documents (as defined in the Purchase Agreement), Borrower will reserve from its authorized and unissued Common Shares a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Shares upon the full conversion of the Notes and to fulfill any other obligation to issue Common Shares under the Transaction Documents (the “Reserved Amount”). The Reserved Amount shall initially be determined based upon the aggregate principal amount of Notes funded as of the applicable date and the Conversion Price then in effect, and shall be increased from time to time as necessary to satisfy Borrower’s obligations hereunder, including upon the funding of additional Tranches. Borrower represents that, upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if Borrower shall issue any securities or make any change to its capital structure which would change the number of Common Shares into which the Notes shall be convertible at the then-current Conversion Price, Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of Common Shares authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes, including, without limitation, by authorizing additional shares or effectuating a reverse split. Borrower acknowledges that it has irrevocably instructed its transfer agent by letter, a copy of which is attached hereto as Exhibit B, to issue certificates or electronically deliver Common Shares issuable upon conversion of this Note in accordance with the terms hereof, and Borrower agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing Common Share certificates to execute and issue the necessary certificates for Common Shares in accordance with the terms and conditions of this Note. Borrower further covenants that so long as any obligation under any Note remains outstanding, Borrower will not establish a reserve of its Common Shares for the benefit of any party other than the Holders, without the prior written consent of the Majority in Interest of Holders. Failure by Borrower to maintain the Reserved Amount, failure by Borrower to remain engaged with a transfer agent and subject to the terms of an irrevocable instruction letter as required herein, or the establishment of a reserve for any other party in violation of this Section 2.3, shall constitute an Event of Default under Section 4.1.2 of this Note.

2.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 2.1, each Holder may convert all or any portion of the outstanding and unpaid principal amount of its applicable Advance, together with any accrued and unpaid interest and other amounts convertible hereunder, at any time from and after the date that is ninety (90) days following the applicable Advance Date for such Tranche (the “Conversion Lockout Period”), by (A) submitting to Borrower or its transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time), and (B) subject to Section 2.4(b), surrendering this Note at the principal office of Borrower. For the avoidance of doubt, no Holder shall have the right to convert any portion of a Tranche into Common Shares during the Conversion Lockout Period applicable to such Tranche. Each Holder shall have independent conversion rights with respect to the portion of the Note held by such Holder, and no Holder shall be required to obtain the consent or approval of any other Holder in connection with any conversion.

(b) Surrender 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 Borrower unless the entire unpaid principal amount of the Note held by such Holder is so converted. The Holder and Borrower 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 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 Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. 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.

(c) Payment of Taxes. Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Shares or other securities or property upon conversion of this Note in a name other than that of the Holder (or in street name), and Borrower 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 Borrower the amount of any such tax or shall have established to the satisfaction of Borrower that such tax has been paid.

(d) Delivery of Common Shares Upon Conversion. Upon receipt by Borrower 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 2.4, Borrower shall issue and deliver, or cause to be issued and delivered, to or upon the order of the Holder certificates for the Common Shares issuable upon such conversion by the end of the second (2nd) Business Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire outstanding Principal Amount held by such Holder, surrender of this Note) in accordance with the terms hereof. Failure to issue and deliver such shares or cause such shares to be issued and delivered by the Deadline as described above shall constitute an Event of Default under Section 4.1.2 of this Note.

(e) Obligation of Borrower to Deliver Common Shares. Upon receipt by Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Shares issuable upon such conversion, the outstanding principal amount and any accrued and unpaid interest included in the Conversion Amount shall be reduced to reflect such conversion, and, unless Borrower defaults on its obligations under this Article II, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Shares or other securities, cash or other assets, as provided herein. If the Holder shall have given a Notice of Conversion as provided herein, Borrower’s obligation to issue and deliver the Common Shares 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 hereof, the recovery of any judgment against any person, any action to enforce the same, any failure or delay in enforcement of any other obligation of Borrower, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to Borrower. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by Borrower before 5:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Common Shares issuable upon conversion, provided Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and compliance with the provisions contained in Section 2.1 and this Section 2.4, Borrower shall use commercially reasonable efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon conversion to the Holder by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. If Borrower is not registered with DTC as of the Issue Date, Borrower shall use commercially reasonable efforts to become registered with DTC within thirty (30) days of the Issue Date. Failure to maintain DTC eligibility shall constitute an Event of Default under Section 4.1.15 of this Note.

(g) Failure to Deliver Common Shares Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, or other remedies provided herein, if Borrower fails to deliver the Common Shares issuable upon conversion of this Note by the Deadline (such undelivered shares referred to herein as the “Undelivered Shares”), Borrower shall pay to the Holder in cash, as liquidated damages and not as a penalty, the sum of: (i) the greater of (x) $1,000 per day for each day beyond the Deadline that Borrower fails to deliver such Common Shares, or (y) for each $1,000 of Undelivered Shares subject to such conversion (valued based on the VWAP of the Common Shares on the date of the applicable Notice of Conversion), $25 per Trading Day (increasing to $35 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the Deadline until such Undelivered Shares are delivered or the Holder rescinds such conversion, and (ii) the product of the number of Undelivered Shares multiplied by the difference between the highest trade price and the lowest trade price during the period beginning on the date the applicable Notice of Conversion was submitted and ending on the date the Common Shares are delivered to the Holder’s prime broker and are available to be sold. Such cash amount shall, if Borrower fails to pay such amount within five (5) days after it is assessed, be automatically added to the Principal Amount of this Note as of the date it was assessed, without any notice, demand, or election by the Holder, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional Principal Amount shall be convertible into Common Shares in accordance with this Note. Borrower acknowledges that the right to convert is a valuable right of the Holder and agrees that Borrower will not take any action designed to delay, prevent, or interfere with the exercise of such conversion rights.

(h) Right to Amend Notice of Conversion. If, following the delivery of a Notice of Conversion and prior to the issuance of the Common Shares pursuant thereto, the applicable Conversion Price is adjusted pursuant to Section 2.2(b), the Holder may deliver an amended Notice of Conversion reflecting such adjusted Conversion Price and the corresponding revised Conversion Amount. Upon delivery of such amended Notice of Conversion, the applicable conversion shall be calculated based on the adjusted Conversion Price then in effect.

2.5 Concerning the Common Shares. The Common Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor. Except as otherwise provided (and subject to the removal provisions set forth below), until such time as the Common Shares issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Common Shares issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND ACCEPTABLE TO THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and Borrower shall issue to the Holder applicable Holder a new certificate therefor free of any transfer legend if (i) Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Shares may be made without registration under the Act, which opinion shall be accepted by Borrower (which acceptance shall be subject to and conditioned on any requirements, if any, of its transfer agent, the exchange on which Borrower is then trading or other applicable laws, rules or regulations) so that the sale or transfer is effected or (ii) in the case of the Common Shares issuable upon conversion of this Note, such security is registered for sale by the applicable Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that Borrower fails to remove any restrictive legend or otherwise fails to permit the transfer of Common Shares in accordance with this Section 2.5 after satisfaction of the applicable requirements set forth herein, such failure shall constitute an Event of Default pursuant to Section 4.1.2 of this Note; provided that, notwithstanding the foregoing, if Borrower is legally unable to effect such removal or transfer as a result of any requirements of Borrower’s transfer agent, the requirements of the exchange on which Borrower is then traded, or other applicable laws, rules or regulations, Borrower’s failure to effect such removal or transfer shall not constitute an Event of Default unless and until such legal impediment has been removed and Borrower thereafter fails to comply with the requirements of this Section 2.5.

2.6 Status as Shareholder. Upon submission of a Notice of Conversion by the applicable Holder in accordance with Section 2.4, (i) the shares covered thereby (other than any shares that cannot be issued due to applicable limitations set forth in this Note, the Purchase Agreement, or applicable stock exchange rules) shall be deemed converted into Common Shares and (ii) the Holder’s rights as a Holder of the portion of this Note so converted shall cease and terminate, excepting only the right to receive such Common Shares and any remedies provided herein or otherwise available at law or in equity to such Holder as a result of Borrower’s failure to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all Common Shares or otherwise received such Common Shares via DWAC prior to the tenth (10th) Business Day after the expiration of the Deadline with respect to any conversion of any portion of this Note, then (unless the Holder otherwise elects to retain its status as a holder of such Common Shares by so notifying Borrower), such Holder shall regain the rights of a Holder with respect to such unconverted portion of this Note, and Borrower shall, as soon as practicable, adjust its records to reflect that such portion of this Note remains outstanding. In all cases, the Holder shall retain all of its rights and remedies, including, without limitation, (i) the right to receive any Conversion Default Payments pursuant to Section 2.4 to the extent applicable to such Conversion Default and any subsequent Conversion Default and (ii) any other rights and remedies available under this Note, the Purchase Agreement, or applicable law, including any rights arising from Borrower’s failure to honor such Holder’s conversion rights.

ARTICLE III.
RANKING, CERTAIN COVENANTS, AND POST CLOSING OBLIGATIONS

3.1 Distributions on Common Shares. So long as the Borrower shall have any obligation under this Note or any other Note issued pursuant to the Transaction Documents, the Borrower shall not without the prior written consent of the Majority in Interest of Holders (a) pay, declare or set apart for payment any dividend or other distribution (whether in cash, property or other securities) on the Common Shares (or other capital securities of the Borrower) other than dividends on Common Shares solely in the form of additional Common Shares or the distribution, by dividend or otherwise, of the equity securities of any Subsidiary to the holders of the Borrower’s Common Shares in connection with a bona fide spin-off or similar separation transaction approved by the Borrower’s Board of Directors, or (b) directly or indirectly or through any Subsidiary make any other payment or distribution in respect of Common Shares (or other securities representing its capital) except for distributions that comply with Section 3.7 below, provided that clause (b) shall not prohibit any such spin-off or separation transaction permitted under clause (a).

3.2 Restrictions on Variable Rate Transactions. Unless approved by the Majority in Interest of Holders, while any Note remains outstanding, neither the Borrower nor any Subsidiary shall effect, or enter into an agreement to effect, any sale of securities involving, or convert any securities previously issued, that constitute a Variable Rate Transaction. The term “Variable Rate Transaction” means any transaction pursuant to which the Company or any Subsidiary (i) issues or sells any debt or equity securities that are convertible into, exchangeable for or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with the trading price or quotations of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or (ii) enters into any agreement providing for an equity line of credit, committed equity facility or similar continuous offering program under which the purchase price for Common Stock or Common Stock Equivalents is determined, in whole or in part, at a future date or by reference to future market prices, regardless of whether any securities are ultimately issued thereunder or such agreement is subsequently terminated. Notwithstanding the foregoing, the restrictions set forth in this Section 3.2 shall not apply to (i) the entry into, establishment or maintenance of, or (ii) any issuance or sale of Common Shares pursuant to, an “at-the-market” offering program or similar continuous offering arrangement effected pursuant to an effective registration statement. The Majority in Interest of Holders shall be entitled to obtain injunctive relief against Borrower or its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

3.3 Restrictions on Certain Transactions. So long as the Borrower shall have any obligation under this Note or any other Note issued pursuant to the Transaction Documents, and unless approved in writing by the Majority in Interest of Holders (which approval shall not be unreasonably withheld), the Borrower shall not directly or indirectly: (a) enter into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (“3(a)(10) Transaction”); (b) change the nature of its business in any material respect; (c) sell, divest, or change the structure of any material assets of the Borrower or any Subsidiary other than in the ordinary course of business; (d) accept Merchant Cash Advances in which it sells future receivables at a discount, any other factoring transactions, or similar financing instruments or financing transactions; or (e) incur or permit any Indebtedness if the effective annualized cost of such Indebtedness (including original issue discount, upfront fees, exit fees, warrants or other equity consideration, and other economic consideration payable to the lender) exceeds twenty percent (20%) per annum.

3.4 Restriction on Common Share Repurchases. So long as the Borrower shall have any obligation under this Note or any other Note issued pursuant to the Transaction Documents, Borrower shall not without the prior written consent of the Majority in Interest of Holders redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any Common Shares (or other securities representing its capital) of Borrower or any warrants, rights or options to purchase or acquire any such shares; except for the repurchase of shares at a nominal price in connection with rights under an agreement with an employee or consultant of the Borrower whose shares have been forfeited as a result of such employee or consultant’s ceasing to provide services to the Borrower.

3.5 VAT Refunds; Tax Refunds and Government Incentive Proceeds. To the extent permitted by applicable U.K. law, one hundred percent (100%) of all VAT refunds and all proceeds of governmental tax refunds, tax credits and similar governmental incentive programs received by the Borrower or any Subsidiary (collectively, the “Tax Refund Proceeds”) shall be applied promptly as a mandatory pro rata prepayment of the Notes among the Holders based upon their respective outstanding Principal Amounts of the Notes then held by each Holder (the “Mandatory Tax Prepayment”). The Mandatory Tax Prepayment Amount shall equal one hundred ten percent (110%) of the outstanding Principal Amount of the Notes being prepaid, plus all accrued and unpaid interest thereon, including any applicable Minimum Interest Amount payable with respect to the applicable Advance pursuant to Section 1.2 hereof, together with any other amounts then due and owing under this Note with respect to such Notes. Promptly following receipt of any Tax Refund Proceeds, Borrower shall deliver to each Holder a Tax Prepayment Notice in accordance with the procedures set forth in Section 1.5. The Mandatory Tax Prepayment shall be subject to the notice, conversion rights, timing and other procedures applicable to prepayments under Section 1.5, including each Holder’s right during the applicable notice period to elect to convert all or any portion of the Principal Amount otherwise subject to such Mandatory Tax Prepayment into Common Shares pursuant to Article II in lieu of receiving such Mandatory Tax Prepayment. Any portion of the Notes not converted pursuant to such election shall be prepaid in accordance with this Section 3.5 and Section 1.5.

3.6 Use of Proceeds. Borrower agrees to use the proceeds advanced by the Holders hereunder to fund the Borrower’s clinical development and regulatory activities, working capital, and general corporate purposes.

3.7 Ranking and Security. The obligations of the Borrower under this Note shall constitute senior secured obligations of the Borrower and shall rank senior in right of payment and lien priority to all existing and future Indebtedness of the Borrower and its Subsidiaries, except for Permitted Indebtedness and Permitted Liens expressly permitted hereunder. The obligations of the Borrower under this Note shall rank pari passu among all Holders of Notes issued pursuant to the Purchase Agreement and any substantially similar notes issued in connection with the same transaction. The obligations of the Borrower under this Note are secured pursuant to the Pledge and Security Agreement attached hereto. The Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any lien, security interest or other encumbrance on any of its assets securing any Indebtedness, other than Permitted Liens, unless such lien, security interest or other encumbrance is expressly subordinated to the security interests granted to the Holder pursuant to the Pledge and Security Agreement. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) (i) repay, redeem or otherwise satisfy any outstanding Indebtedness other than regularly scheduled payments pursuant to the terms of such Indebtedness made at a time when no Event of Default has occurred and is continuing, or (ii) incur or guarantee any Indebtedness that is senior in right of payment or performance to the Borrower’s obligations hereunder, in each case without the prior written consent of the Majority in Interest of Holders. Notwithstanding the foregoing, the Borrower and its Subsidiaries shall be permitted to incur the following Indebtedness (collectively, “Permitted Indebtedness”): (a) trade payables and other obligations incurred in the ordinary course of business; (b) equipment financing, purchase money indebtedness and capital leases incurred in connection with the acquisition or financing of equipment or other fixed assets; (c) lease obligations entered into in the ordinary course of business; (d) obligations existing as of the Issue Date and disclosed to the Holder; and (e) other Indebtedness approved in writing by the Majority in Interest of Holders. As used herein, the term “Indebtedness” means, without duplication, (a) all indebtedness of the Borrower or any Subsidiary for borrowed money or the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (b) all obligations evidenced by notes, bonds, debentures or other similar instruments, (c) all purchase money indebtedness and capital lease obligations, (d) all guarantee obligations with respect to obligations of the types described in clauses (a) through (c), and (e) all obligations secured by any lien or encumbrance on any assets of the Borrower or any Subsidiary, whether or not such obligations have been assumed. Notwithstanding anything herein to the contrary, the Borrower and its Subsidiaries shall be permitted to pursue and close equipment financing transactions, provided that such financing is secured by a first priority lien on the equipment being financed and second priority lien (junior only to the liens securing the Notes) on the Borrower’s other assets. For purposes hereof, “Permitted Liens” shall mean (i) liens securing equipment financing permitted hereunder, (ii) liens for taxes, assessments or governmental charges not yet due and payable or being contested in good faith, (iii) statutory liens of landlords, carriers, warehousemen, mechanics and similar liens arising in the ordinary course of business, (iv) purchase money liens on equipment or other fixed assets permitted hereunder, and (v) other liens approved in writing by the Majority in Interest of Holders.

3.8 Regulatory Reporting. For so long as this Note remains outstanding, Borrower shall remain a reporting company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall timely file all reports, schedules, forms, statements and other documents required to be filed by Borrower pursuant to the Exchange Act. Failure to remain a reporting company under the Exchange Act or to remain current in its required periodic and other filings under the Exchange Act (including, without limitation, becoming delinquent in its filings) shall constitute an Event of Default. For the avoidance of doubt, any failure by Borrower to satisfy the current public information requirements under Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”), shall constitute a breach of this Section and an Event of Default.

3.9 Opinion Letter.

3.9.1 Borrower shall be responsible for supplying an opinion letter from a duly admitted attorney, in a form acceptable to the applicable Holder and Borrower’s transfer agent, specific to the fact that the Common Shares issued pursuant to this Note, including the shares issued upon conversion of this Note, are either exempt from the registration requirements of the Securities Act pursuant to Rule 144 (so long as the requirements of Rule 144 are satisfied), exempt from such registration requirements pursuant to another available exemption (so long as the requirements of such exemption are satisfied), or have been duly registered and permitted to be sold and transferred without restriction (so long as the shares have been duly registered and permitted to be sold and transferred without restriction). Failure to provide an opinion letter as described herein shall be an Event of Default pursuant to Section 4.1.2 of this Note. In the event that an opinion letter contemplated by this Section is instead furnished by the applicable Holder’s counsel, Borrower shall not object to, and shall direct its transfer agent to accept and rely upon, any such opinion letter so long as the Common Shares in question are in fact eligible for resale or transfer under Rule 144, eligible under another available exemption, or have been duly registered and permitted to be sold and transferred without restriction, as applicable.

3.9.2 Borrower shall be responsible for supplying an opinion letter from a duly admitted attorney, in a form acceptable to the applicable Holder, that the transaction contemplated herein, as well as the execution of the Transaction Documents, have been duly authorized by the Borrower in accordance with its governing documents.

3.10 Conditions to Funding of Tranches. As a condition to each advance under this Note, including the initial Tranche, Borrower shall deliver to the applicable Holder (or, where applicable, the Collateral Agent acting for the benefit of the Holders) (i) all documents, certificates and other items reasonably requested by such Holder in connection with such advance, including, without limitation, any verified and creditworthy receivables, VAT refunds, tax refunds, tax credits or other governmental credits or incentives available to Borrower or any Subsidiary and identified as repayment sources for the Obligations, in each case assigned or otherwise pledged as collateral pursuant to the Pledge and Security Agreement and otherwise in form and substance reasonably satisfactory to the applicable Holder, and (ii) all documents reasonably necessary to permit the Collateral Agent to create, evidence and perfect the security interests contemplated by the Pledge and Security Agreement, including customary lien searches, duly authorized UCC financing statements and such other filings, notices and agreements as may be reasonably requested. Each advance shall be subject to Borrower’s continued compliance with the terms and conditions of this Note and the other Transaction Documents. For the avoidance of doubt, no Holder shall be obligated to fund any advance unless and until the applicable conditions to such advance set forth herein and in the other Transaction Documents have been satisfied.

ARTICLE IV.
EVENTS OF DEFAULT

4.1 It shall be considered an event of default if any of the following events listed in this Article IV (each, an “Event of Default”) shall occur:

4.1.1 Failure to Pay Principal, Interest or Other Amounts. he Borrower fails to pay any principal, interest, fees or other amounts due under this Note or any other Transaction Document when due, whether at maturity, upon acceleration or otherwise.

4.1.2 Failure to Reserve or Deliver Shares. (a) Borrower fails to reserve a sufficient amount of Common Shares as required under the terms of this Note (including the requirements of Section 2.3 of this Note), fails to issue Common Shares to the applicable Holder (or announces or threatens in any form or manner that it will not honor its obligation to do so) upon exercise by such applicable Holder of its conversion rights in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) Common Shares issued to the applicable Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) Common Shares to be issued to the applicable Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any Common Shares issued to the applicable Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note subject to applicable regulations (or makes any announcement, statement or threat in any form or manner that it does not intend to honor the obligations described in this paragraph), or fails to supply an opinion letter specific to the fact that Common Shares issued pursuant to conversion of this Note are exempt from registration requirements pursuant to Rule 144 or another available exemption from registration under the Securities Act, and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for one (1) business day after the applicable Holder shall have delivered a Notice of Conversion. It is an obligation of Borrower to remain current in its obligations to its transfer agent. It shall be an Event of Default under this Note if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by Borrower to its transfer agent. If, at the option of the applicable Holder, such Holder advances any funds to Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by Borrower to such Holder, at the sole discretion of such Holder, either (A) in cash within five (5) business days after written notice from such Holder demanding payment, or (B) automatically added to the outstanding Principal Amount of such applicable Holder’s Note, in which event interest shall accrue thereon in accordance with the terms of this Note. (b) Borrower establishes a reserve of its Common Shares for the benefit of a party other than the Holders, without obtaining prior approval in writing by the Majority in Interest of Holders.

4.1.3 Breach of Covenants. Borrower, or the relevant related party, as the case may be, breaches any covenant, post-closing obligation or other provision of any Transaction Document the breach of which is material and breach continues for a period of thirty (30) days.

4.1.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any of the other Transaction Documents, or in any statement or certificate given pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note and the other Transaction Documents.

4.1.5 Judgments or Settlements. (i) Any money judgment, writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $250,000 (not covered by insurance as to which the insurer has not acknowledged coverage or has denied coverage), and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days unless otherwise consented to by the Majority in Interest of Holders; or (ii) the settlement of any claim or litigation resulting in an obligation of the Borrower in excess of $250,000 or where value of the underlying claim or dispute was at least $250,000 (not covered by insurance as to which the insurer does not deny coverage).

4.1.6 Receiver or Trustee. Borrower or any subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

4.1.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against Borrower or any subsidiary of Borrower. With respect to any such proceedings that are involuntary, Borrower shall have a sixty (60)-day cure period in which to have such involuntary proceedings dismissed.

4.1.8  Change of Control or Liquidation. Any Change of Control of the Borrower, or the dissolution, liquidation, or winding up of Borrower or any substantial portion of its business. As used herein, a “Change of Control” shall be deemed to occur upon the consummation of any of the following events: (a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act (other than the Borrower or any subsidiary of the Borrower) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 50% of the total voting power of all classes of capital stock of the Borrower entitled to vote generally in the election of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for this purpose, a “Current Director” shall mean any member of the Board as of the date hereof and any successor of a Current Director whose election, or nomination for election by the Borrower’s shareholders, was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Borrower or (ii) the merger or consolidation of the Borrower, other than a merger or consolidation in which (x) the holders of the Common Shares of the Borrower immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the Common Shares of the continuing or surviving corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Borrower; or (d) the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Borrower pursuant to an agreement (or agreements) which has (have) been approved by the shareholders of the Borrower.

4.1.9 Cessation of Operations. Any cessation of operations in any material respect by the Borrower or the Borrower admits in writing it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

4.1.10 Maintenance of Assets. The failure by Borrower to maintain any intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), to the extent that such failure would result in a material adverse condition or material adverse change in or affecting the business operations, properties or financial condition of Borrower or any of its subsidiaries (a “Material Adverse Effect”).

4.1.11 Financial Statement Restatement. Borrower restates any financial statements for any date or period from two (2) years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the original financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note.

4.1.12 Delisting of Common Shares. If at any time on or after the date hereof, the Borrower shall fail to maintain the listing or quotation of the Common Shares on a national securities exchange.

4.1.13 Failure to Comply with Regulatory Reporting Requirements. Borrower fails to be materially compliant with, or ceases to be subject to, the reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), including, for the avoidance of doubt, any failure to satisfy the current public information requirement under Rule 144(c) of the Securities Act.

4.1.14 DTC “Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s securities and such restriction is not remedied within two (2) weeks.

4.1.15 DWAC Eligibility. In addition to the Event of Default in Section 4.1.21, the Common Shares is otherwise not eligible for trading through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, or if the Borrower is not registered with DTC on the Issue Date, Borrower fails to become DTC registered within thirty (30) days of the Issue Date.

4.1.16 Bid Price. The Borrower shall lose the “bid” price for its Common Shares ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement marketplace or exchange) on any ten (10) consecutive trading days while the Note is outstanding; provided, however, that this Section 4.1.16 shall not apply so long as the Common Shares remain listed on the NYSE American or any other national securities exchange.

4.1.17 Inside Information. Any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of material non-public information concerning the Borrower to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

4.1.18 Reverse Splits. The Borrower effectuates a reverse split of its Common Shares without at least ten (10) business days prior written notice to the Holder.

4.1.19 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Shares in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

4.1.20 Variable Rate Transactions. The Borrower (i) enters into a Variable Rate Transaction (as defined herein) in violation of Section 3.2 hereof, (ii) issues Common Shares (or convertible securities or purchase rights) pursuant to an equity line of credit of the Borrower or otherwise in connection with a Variable Rate Transaction (whether now existing or entered into in the future) or (iii) adjusts downward the “floor price” at which Common Shares (or convertible securities or purchase rights) may be issued under an equity line of credit or otherwise in connection with a Variable Rate Transaction (whether now existing or entered into in the future).

4.1.21 Certain Transactions. Borrower enters into any transaction prohibited by Sections 3.3 and 3.4 of this Agreement.

4.1.22 Executive or Officer Conduct. Any Executive or Officer of the Borrower is convicted of a felony offense involving fraud, dishonesty or moral turpitude in a state or federal court (but not including traffic violations, misdemeanors or similar offenses).

4.1.23 Failure to Execute Transaction Documents or Complete the Transaction. The failure of the Borrower to execute any of the Transaction Documents.

4.1.24 Failure of Security Interest. (a) Any material provision of the Pledge and Security Agreement shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Borrower or any Subsidiary intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Borrower or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Borrower or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under the Pledge and Security Agreement; (b) the Pledge and Security Agreement, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien in favor of the Holders on any collateral purported to be covered thereby.

4.1.25 Illegality. Any court of competent jurisdiction issues an order declaring this Note, any of the other Transaction Documents or any provision hereunder or thereunder to be illegal, as long as such declaration was not the result of an act of negligence by the Holder, exclusive of the execution of the Transaction Documents or the transactions and acts contemplated herein.

4.1.26 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any other financial instrument, including but not limited to all promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any other third party (the “Other Agreements”), after the passage of all applicable notice and cure or grace periods, that results in a Material Adverse Effect shall, at the option of the Majority in Interest of Holders, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

4.1.27 Registration Rights Default. The Borrower fails to (i) file the initial registration statement required pursuant to Section 4.17(a) of the Securities Purchase Agreement on or before the date required therein, (ii) cause such registration statement to be declared effective by the Commission on or before the date required therein, or (iii) timely file any registration statement, amendment, supplement or post-effective amendment required pursuant to the Securities Purchase Agreement to include any Registrable Securities issued or issuable in connection with any subsequent Closing, including any Second Tranche Closing. Any such failure shall constitute an immediate Event of Default without notice or any opportunity to cure.

4.2 Remedies Upon Default. Upon the occurrence and continuation of any Event of Default (after the expiration of any applicable cure period), the Majority in Interest of Holders may exercise any one or more of the following rights and remedies, in addition to any other rights and remedies available at law, in equity, or under any Transaction Document:

4.2.1 Acceleration. The entire unpaid balance of this Note and all other Obligations shall, at the option of the Holder, become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower.

4.2.2 Default Premium. From and after the occurrence of an Event of Default, all amounts owing by the Borrower to the Holder under or in connection with this Note or any other Transaction Document (collectively, the “Obligations”) shall be increased to an amount equal to one hundred twenty-five percent (125%) of the Obligations outstanding at the time such amount is determined, it being agreed that the Obligations including, without limitation, the outstanding Principal Amount, accrued and unpaid interest, enforcement costs, legal fees, expenses, indemnities, and any other fees, charges or amounts payable hereunder or thereunder, whether accruing before or after the occurrence of an Event of Default. The Borrower acknowledges and agrees that the default premium provided for herein constitutes liquidated damages and not a penalty, that the actual damages resulting from an Event of Default are difficult or impossible to ascertain with precision, and that such default premium represents a reasonable estimate of the damages likely to be incurred by the Holder as a result of such Event of Default.

4.2.3 Default Interest. From and after the occurrence of an Event of Default, all outstanding Obligations, whether or not accelerated, shall accrue interest at the rate equal to the lesser of twenty-four percent (24%) per annum or the maximum legal amount permitted by law (the “Default Interest Rate”), until the same is paid in full, including following the entry of a judgment in favor of Holder (“Default Interest”).

4.2.4 Monitoring Fee. Upon the occurrence of an Event of Default, Borrower shall incur a monthly monitoring fee (“Monitoring Fee”) in the amount of Ten Thousand Dollars ($10,000) per month commencing on the date in which the Event of Default occurs and continuing until the Event of Default is cured. The Monitoring Fee is intended to compensate the Holder for internal costs, administrative burdens, and other non-legal expenses associated with monitoring the Borrower and managing the Holder’s rights and interests during the pendency of such Event of Default. For the avoidance of doubt, the Monitoring Fee shall not be deemed to include, or in any way limit or preclude, the Holder’s right to separately recover reasonable attorneys’ fees and legal costs pursuant to the terms of this Note or applicable law.

4.2.5 Inspection Rights. Upon the occurrence and continuation of an Event of Default (after expiration of any applicable cure period), Holder shall have the right, upon reasonable prior notice and during normal business hours, to inspect the books and records of Borrower and its Subsidiaries to the extent reasonably related to the enforcement of Holder’s rights and remedies under this Note and the other Transaction Documents.

4.3 Payment Notice. Notwithstanding anything to the contrary contained in this Note, upon the occurrence and continuation of an Event of Default (after the expiration of any applicable cure period), Borrower shall not repay in cash any amount outstanding under this Note without ten (10) Trading Days’ prior written notice to the Holder. For the avoidance of doubt, no cash payment of any kind (whether of principal, interest, Default Interest, fees, or any other amounts due hereunder) shall be tendered or accepted unless and until such notice period has fully elapsed, it being the intent of the parties that following an Event of Default the Holder shall have the opportunity during such notice period to elect to convert any or all of this Note into Common Shares in lieu of receiving such cash payment.

4.4 Notice of Default. Borrower shall provide written notice to Holder promptly upon becoming aware of the occurrence of any event that constitutes, or would reasonably be expected to result in, an Event of Default; provided, however, that Borrower’s failure to timely provide such notice shall not prevent such event from constituting an Event of Default.

ARTICLE V.
MISCELLANEOUS

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices and other communications required or permitted under this Note shall be given in the manner, and shall be deemed effective at the times, set forth in the notice provisions of the Purchase Agreement, which provisions are incorporated herein by reference and made a part of this Note as fully as if set forth herein.

5.3 Amendments. This Note and any provision hereof may be amended, modified or waived only by a written instrument executed by the Borrower and the Holders constituting a Majority in Interest of Holders; provided, however, that no such amendment, modification or waiver shall, without the written consent of each Holder directly and adversely affected thereby: (a) reduce the outstanding Principal Amount of such Holder’s Note; (b) reduce the interest rate or any other amount payable under such Holder’s Note; (c) extend the stated maturity date of such Holder’s Note; (d) reduce or otherwise adversely modify the conversion rights of such Holder’s Note; (e) subordinate the obligations of the Borrower under this Note or release all or substantially all of the collateral securing this Note, except as expressly permitted by the Transaction Documents; (f) reduce the percentage of Holders required to approve any amendment, modification or waiver under this Section 5.3; or (g) amend or modify this Section 5.3. Any amendment, modification or waiver approved pursuant to this Section 5.3 shall apply uniformly to all Notes, and no Holder shall receive any preferential economic, conversion or other material rights or benefits unless the same rights or benefits are offered to all Holders of Notes on substantially the same terms. The term “Note,” and all references thereto, as used throughout this instrument, shall mean this Note as originally executed or, if later amended or supplemented in accordance with this Section 5.3, as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities Act) and shall assume all obligations of the Holder under this Note applicable to such transferee.

5.5 Governing Law; Dispute Resolution; Venue. The governing law, jurisdiction, venue, and dispute-resolution and arbitration provisions applicable to this Note are set forth in the Purchase Agreement and are incorporated herein by reference and made a part of this Note as fully as if set forth herein. Such incorporated provisions include the agreement to arbitrate, the carve-out preserving the right to seek equitable relief, the appointment of a receiver, and the enforcement of security interests and other remedies in court, and shall be binding upon the Borrower and any successor, transferee, or assignee of this Note.

5.6 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty.

5.7 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

5.8 Usury. To the extent it may lawfully do so, the Borrower 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 action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Borrower under this Note for payments which under Delaware law are 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 which under Delaware law in the nature of interest that the Borrower may be obligated to pay under this Note exceed such Maximum Rate.  It is agreed that if the maximum contract rate of interest allowed by Delaware law and applicable to this Note 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 this Note 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 the Borrower to the Holder with respect to indebtedness evidenced by this Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Borrower, the manner of handling such excess to be at the Holder’s election.

5.9 Incorporation of Purchase Agreement Provisions. The representations, warranties, covenants, agreements, acknowledgments, and waivers of the Borrower set forth in the Purchase Agreement, including, without limitation, the provisions addressing the status of the Holder, no reliance, the limitations on claims and counterclaims, and the limitation of the Holder’s liability, are incorporated into this Note by reference and made a part of this Note as fully as if set forth herein. Such provisions are made for the benefit of, and may be enforced by, the Holder and each successor, transferee, and assignee of this Note.

5.10 Opportunity to Consult with Counsel. The Borrower represents and acknowledges that it has been provided with the opportunity to discuss and review the terms of this Note and the other Transaction Documents with its counsel before signing it and that it is freely and voluntarily signing the Transaction Documents in exchange for the benefits provided herein. In light of this, the Borrower will not contest the validity of Transaction Documents and the transactions contemplated therein. The Borrower further represents and acknowledges that it has been provided a reasonable period of time within which to review the terms of the Transaction Documents.

5.11 Integration. This Note, along with the other Transaction Documents, constitute the entire agreement between the Parties and supersedes all prior negotiations, discussions, representations, or proposals, whether oral or written, unless expressly incorporated herein, related to the subject matter of the Agreement. Unless expressly provided otherwise herein, this Note may not be modified unless in writing signed by the duly authorized representatives of the Borrower and the Holder. If any provision or part thereof is found to be invalid, the remaining provisions will remain in full force and effect. Additionally, Borrower acknowledges that each of the Transaction Documents is integral to the Note, and their execution by Borrower and the agreement by Borrower to be bound by the terms therein are a material condition to the Holders’ agreement to enter into the transaction contemplated under the Transaction Documents.

5.12 Adjustment for Stock Split. Notwithstanding anything herein to the contrary, all references in this Note to numbers of shares of securities of the Borrower and the prices thereof, shall be appropriately adjusted to reflect any stock split, reverse stock split or stock dividend or other similar change in such securities which may be made by the Borrower after the date of this Agreement.

5.13 Severability. Any part, provision, representation or warranty of this Note which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Note shall deprive any party of the economic benefit intended to be conferred by this Note, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Note without regard to such invalidity.

[Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

BORROWER

[Signature page to Note]

EXHIBIT A – FORM OF NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and accrued and unpaid interest under the Senior Secured Convertible Promissory Note of OS Therapies Incorporated, a Delaware corporation (the “Company”), issued by the Company on ________ __, 202__ (the “Note”), into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in accordance with the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 2.1 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

EXHIBIT B – TRANSFER AGENT INSTRUCTION LETTER

(See Attached)

EXHIBIT C – PLEDGE AND SECURITY AGREEMENT

(See Exhibit D to the Securities Purchase Agreement)