Exhibit 4.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of the ____ day of __________, 2020 by and among Applied Energetics, Inc, a Delaware corporation (the “Company”), and __________________, an individual residing at _______________________ (the “Purchaser”).

The parties hereby agree as follows:

1. Purchase and Sale of Notes.

1.1 Sale and Issuance of Notes. The Company has authorized the sale and issuance of up to ______ Million Dollars ($___,000,000) in aggregate original principal amount of 10% Promissory Notes, each in the form attached hereto as Exhibit B (each a “Note”, collectively, the “Notes”), to one or more Purchasers. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, a Note in the original principal amount set forth opposite the Purchaser’s name on Exhibit A.

1.2 Closing; Delivery.

(a) The purchase and sale of the Notes shall take place remotely via the exchange of documents and signatures and be effective as of July 15, 2020 (the “Closing”).

(b) At the Closing, the Company shall deliver to the Purchaser a Note in the original principal amount set forth opposite such Purchaser’s name on Exhibit A against payment of such amount (i) by check payable to the Company, (ii) by wire transfer to a bank account designated by the Company, or (iii) by any combination of such methods.

1.3 Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

(b) “Code” means the Internal Revenue Code of 1986, as amended.

(c)  “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

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

2. Representations, Warranties and Covenants of the Purchaser.

2.1 The undersigned, by executing and delivering this Agreement, hereby represents and warrants to the Company:

(a) The Purchaser is an “Accredited Investor” as that term is defined in Section 2(a)(15) of the Securities Act and Rule 501 of Regulation D promulgated thereunder.

Specifically, the Purchaser is (initial appropriate items):

_________ (i) A bank defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets greater than $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets greater than $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

_________ (ii) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

_________ (iii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets greater than $5 million.

_________ (iv) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1 million excluding the Purchaser’s primary residence.

_________ (v) A natural person who had an individual income greater than $200,000 in each of the two most recent years or joint income with that person’s spouse greater than $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

_________ (vi) A trust, with total assets greater than $5 million not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.)

_________ (vii) an entity in which all of the equity owners are Accredited Investors. (If this alternative is checked, the Purchaser must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.)

(b) he, she or it and/or his, her or its attorney, accountant and/or purchaser representative have been afforded the opportunity to ask questions of and receive answers from the officers and directors of the Company concerning the terms and conditions of this private placement and to obtain any additional information which the officers and directors possess or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the Purchaser by the Company.

(c) he, she or it either personally has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the proposed investment, or, together with a purchaser representative, and business and tax advisors, on whose advice he, she or it has relied, had such knowledge and experience;

(d) he, she or it has adequate means of providing for current financial needs and possible personal contingencies and is able to bear the economic risks of the investment (i.e., to afford a complete loss);

(e) he, she or it is aware that no significant trading market exists for the Notes or the Company’s common stock and that he, she or it likely will not be able to liquidate the investment hereunder until such time as (i) the Company has filed, and the SEC declared effective, a registration statement permitting the resale of the Shares or (ii) the shares may be sold pursuant to Rule 144 under the Securities Act;

(f) if an individual, he or she is a citizen of the United States (the Company shall have the right to waive this condition), at least 21 years of age and a bona fide resident and domiciliary (not a temporary or transient resident) of the state hereinafter set forth adjacent to the signature of the undersigned, and he has no present intention of becoming a resident of any other state or jurisdiction or an entity formed in the United States doing business in the state hereinafter set forth.

(g) there has been no change in the information previously supplied by the undersigned in the Questionnaire for prospective purchasers and such information is complete and accurate.

(h) The undersigned has fully read and considered the Term Sheet and the contents of the Term Sheet, dated as of July 15, 2020 (the “Term Sheet”), detailing the terms of the Offering and the Notes, and the undersigned confirms that, except as set forth in the Term Sheet, no representations or warranties have been made to the undersigned by the Company or its principals, or any agent, employee or affiliate of any of them, and that in entering into this transaction he, she or it is not relying upon information, other than that contained in the Term Sheet and the attachments thereto, and the results of his, her or its own independent investigation. The Purchaser has reviewed and understands all of the reports on Forms 10-K, 10-Q and 8-K on file with the Securities and Exchange Commission (the “SEC”) and has read all other reports and documents of the Company on file with the SEC as Purchaser deemed necessary to evaluate the investment hereunder.

2.2 The Purchaser hereby agrees not to sell, transfer or otherwise dispose of the Shares unless, in the opinion of counsel to the Company, such sale, transfer or disposition may be legally made without (i) registration under the Securities Act, and/or (ii) registration and or qualification under then applicable state and/or federal statutes, or such sale, transfer or disposition shall have been so registered and/or qualified and an appropriate prospectus shall then be in effect.

2.3 Legends. Notes shall bear the following legend:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENEDE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

3. Miscellaneous.

3.1. Survival of Representations and Warranties.

Unless otherwise set forth in this Agreement, the representations and warranties of the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

3.2. Successors and Assigns.

This Agreement may not be assigned without the express written consent of both parties hereto. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

3.3 Governing Law.

This Agreement shall be governed by the internal law of the State of Delaware.

3.4 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any valid electronic signature) or other transmission method and any counterpart so delivered shall be valid and binding.

3.5 Titles and Subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.6 Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 3.6. If notice is given to the Company, a copy shall also be sent to Masur Griffitts Avidor LLP, 65 Reade Street, Suite 3A, New York, NY 10007, Attention: Mary P. O’Hara, Esq.

3.7 Amendments and Waivers.

Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the Purchaser Any amendment or waiver shall be binding upon the Purchaser and any transferee of a Note (or any securities of the Company issuable upon conversion thereof), each future holder of all such securities, and the Company.

3.8 Severability.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

3.9 Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.10 Entire Agreement.

This Agreement (including the Exhibits hereto) and Notes constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

3.11 Dispute Resolution.

The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Delaware, and the United States District Court therein for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the foregoing courts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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IN WITNESS EOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

EXHIBIT A

PURCHASER INFORMATION

EXHIBIT B

FORM OF NOTE

Exhibit 4.2

THIS NOTE AND ANY SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

APPLIED ENERGETICS, INC.

10% PROMISSORY NOTE

For value received, Applied Energetics, Inc., a Delaware corporation (the “Company”), promises to pay to ___________________ (“Holder”), or Holder’s registered assigns, (“Note”), the principal sum of $_______________, or such lesser amount which is the outstanding principal amount of this Note, together with interest from the Issue Date on the unpaid principal balance at a rate of 10% per annum.

The unpaid balance of this Note shall bear interest at a per annum rate equal to ten percent (10%) (“Interest Rate”). Except as otherwise provided herein, all payments in respect of this Note shall be made in cash, certified or cashier’s check, or by wire transfer to such account as the Payee shall direct, in immediately available funds and in lawful currency of the United States of America; except that, at its option, the Company may elect to convert the principal and interest due on this Note as of the Maturity Date into shares of its common stock, par value, $0.001 per share (“Common Stock”) in accordance with the terms set forth herein.

This Note is issued pursuant a certain Securities Purchase Agreement, of even date herewith, by and between Company and the Holder. This Note is one of a series of promissory notes of the Company (collectively, “Notes”), all of like tenor, except as to the name of the holder, issue date, principal amount and other non-material details. The Notes are limited to an aggregate principal amount of $5,000,000.

The following is a statement of the rights of the holder of this Note and the conditions to which this Note is subject and to which Holder, by the acceptance of this Note, agrees:

1.  Maturity Date. This Note matures on July 15, 2021 (the “Maturity Date”). This Note may not be prepaid without the consent of the Company.

2.  Repayment of Note Principal and Interest; Option to Convert.

(a)  On the Maturity Date, the Company shall pay to the Holder of this Note, or its registered assigns, all principal and interest then due hereunder. Thereafter, the Company will be forever released from all its obligations and liabilities under this Note. At any time following October 15, 2020, the Company may, in its sole discretion and without penalty, prepay all or any portion of the principal and interest due under this Note as of the date of such prepayment. The amount of such prepayment shall be payable, at the Holder’s option, in cash or in shares of Common Stock at a conversion price of $0.30 per share. The Company shall notify the Holder of its election to prepay the principal and interest due hereunder, and upon receipt of such notice, the Holder shall have five (5) business days in which to notify the Company of the Holder’s election to receive such prepayment in cash or in Common Stock. If the Company has not received such notice from the Holder within such five-day period, it may prepay this Note in cash or Common Stock, at its option.

(b)  Notwithstanding the foregoing, as of the Maturity Date, the Company may elect to convert any balance of principal and interest due hereunder into shares of Common Stock at a conversion price of $0.15 per share.

(c)  In the event of a conversion of this Note or prepayment in Common Stock, upon receipt by the Company of the surrendered Note, the Company shall instruct its transfer agent to issue and deliver the shares of Common Stock to the Holder at the Holder’s last known address on the books and records of the Company or at such other address as the Holder may instruct the Company in writing.

3.  Conversion by Holder Prior to Maturity Date. At any time from October 15, 2020 until the Maturity Date, the Holder shall have the right to convert any amount of principal and interest then due and payable hereunder into shares of Common Stock at a conversion price of $0.30 per share, subject to appropriate pro rata adjustment if, at any time when this Note is issued and outstanding and prior to conversion of all principal and interest hereunder, there shall be any recapitalization, stock split or other similar event.

4.  Surrender of Note. As promptly as practicable after payment of principal and interest due under this Note, Holder shall surrender this Note to the Company at the principal office of the Company or such other place as the Company may designate.

5.  Events of Default; Remedies. Each of the following events constitutes an “Event of Default” under this Note:

(a)  Commencement by the Company of any voluntary case, proceeding, or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to the Company, or seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to the Company or its debts, or seeking appointment of a receiver, trustee, custodian, or other similar official for the Company or for all or any substantial part of the Company assets, or if the Company makes a general assignment for the benefit of its creditors;

(b)  Commencement against the Company of any involuntary case, proceeding, or other action of a nature referred to in section 4(a)(1) if such involuntary case or proceeding remains undismissed and unstayed for a period of 90 consecutive days

(c)  The Company's failure to comply with any covenants in this Note, provided the Company has received written notice of such failure and such failure continues for a period of at least 30 days after such notice is received; or

(d)  The Company’s failure to repay this Note when such repayment is required hereunder, provided the Company has received written notice of such failure and such failure continues for a period of at least thirty days after such notice is received.

6.  Representations and Warranties of Holder. Holder represents and warrants to the Company as follows:

(a)  Holder is acquiring this Note for Holder's own account for investment only and not with a view to distribution or resale of this Note or any underlying securities.

(b)  Holder is an “accredited investor” as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)  Holder understands that the Notes are being issued to Holder under an exemption from the registration requirements of the Securities Act and, accordingly, must be held indefinitely by Holder unless later transferred in transactions that are either registered under the Securities Act or exempt from registration.

(d)  Holder understands that the Company is under no obligation to register the Notes or underlying shares under the Securities Act or to file for or comply with an exemption from registration, and recognizes that exemptions from registration, in any case, are limited and may not be available when Holder may want to sell, transfer, or otherwise dispose of the Notes or underlying shares.

(e)  Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and Holder is able to incur a complete loss of Holder's investment and bear the risk of such a loss for an indefinite period of time. Holder acknowledges that the Notes are a risky and speculative investment.

7.  Representations and Warranties of Company. The Company represents and warrants to Holder as follows:

(a)  The Company is duly organized, validly existing, and in good standing in the State of Delaware. The Company has all requisite power and authority to issue the Notes and to carry out the transactions contemplated by the Notes.

(b)  The Notes constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, and other laws affecting the rights of creditors generally. The execution and delivery of the Notes do not (A) violate any law, court order, or other order binding on the Company or require the approval of any governmental entity, or (B) violate or require the approval of any third-party pursuant to any contract to which the Company is a party or is subject, or by which the Company or any of its assets is bound, or conflict with or constitute a default thereunder.

(c)  Except as disclosed in the Company’s reports on file with the Securities and Exchange Commission, there are no actions, suits, proceedings, or investigations pending against the Company or its properties before any court or governmental entity.

8.  Legend. The Company shall cause all certificates representing Shares issued in connection with the Notes to be endorsed with the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT (OR SIMILAR AGREEMENT) BETWEEN THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY IDENTIFIED THEREIN, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER. A COPY OF THIS AGREEMENT IS ON FILE WITH THE ISSUER AND IS AVAILABLE UPON REQUEST OF THE HOLDER OF THIS CERTIFICATE.”

9.  Loss, Stolen, or Mutilated Note. Upon receipt of evidence satisfactory to the Company, in its sole discretion, of the loss, theft, destruction, or mutilation of this Note, and in case of any such loss, theft, or destruction, upon delivery of any customary indemnity agreement reasonably satisfactory to the Company, or in any case of any such mutilation, upon surrender and cancellation of this Note, the Company at its expense will, within twenty (20) days, issue and deliver a new Note of like tenor in an amount equal to the amount of such lost, stolen, destroyed, or mutilated Note.

10.  Registration Rights. The Company shall include for registration the maximum number of shares of Common Stock issuable upon conversion of the Notes, in any registration statement which the Company files with the SEC, on any form available for such registration, on or after October 15, 2020. If the Company has not included shares underlying Notes in this Offering in a registration statement prior to December 15, 2020, it will use its best efforts to file such a registration statement, including all shares of Common Stock underlying the Notes, on or prior to December 31, 2020.

11.  Notices. (a) Any notice or demand required or permitted to be given by Holder or the Company under any of the provisions of this Note will be deemed to have been duly given for all purposes if (1) in writing and delivered by hand against receipt, or sent by certified or registered mail, postage prepaid, return receipt requested, or (2) sent by electronic means and followed by a copy delivered or sent in the manner provided in clause (1) above, to such party at the address for such party as stated below or such other address as any party hereto may at any time, or from time to time, direct by notice given to the other party in accordance with this section 9. The date of giving any such notice or demand will be the earlier of the date of actual receipt, or five business days after such notice or demand is sent, or, if sent in accordance with clause (2), the business day next following the day such notice or demand is actually transmitted. Each party’s address for notice is as follows:

2480 W Ruthrauff Road, Suite 140Q

Tucson, AZ 85705

Attention: Bradford T. Adamczyk, Chairman

12.  Note Holder Not a Stockholder. This Note does not confer upon Holder any right to vote or to consent to or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder of the Company.

13.  Governing Law; Venue. The laws of the State of Delaware govern this Note and all maters arising out of it, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. With respect to any disputes arising out of or related to this Note, Holder consents to the exclusive jurisdiction of, and venue in, the state and federal counts in Delaware.

14.  Severability. If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, will be severed from this Note, and such court will replace such illegal, void, or unenforceable provision of this Note with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business, and other purposes of the illegal, void, or unenforceable provision. The other provisions of this Note will be enforceable in accordance with their terms.

15.  Successors and Assigns; Transferability. This Note will bind and inure to the benefit of the Company and Holder and their respective successors and assigns. Holder shall not transfer this Note without the Company’s prior written consent. Subject to the provisions of Section 2(b), the Company may assign this Note without the consent of the holder to a successor entity of the Company, whether by merger, a sale of all or substantially all the Company’s assets, the sale of its equity, or otherwise.

16.  Entire agreement. This Note constitutes the entire understanding between the Company and Holder with respect to the subject matter hereof.

17.  Waiver and Amendment. Any term of this Note may be amended, waived, or modified with the prior written consent of the Company.

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The Company and Holder are signing this Promissory Note as of the Issue Date.

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