Exhibit 10.1

Execution Version

ALLARITY THERAPEUTICS, INC.

SECURED NOTE PURCHASE AGREEMENT

This Secured Note Purchase Agreement dated as of November 22, 2022 (this “Agreement”), is entered into by and among Allarity Therapeutics, Inc. (the “Company”), and the entity listed on the schedule of investors attached hereto as Schedule I (the “Investor”).

RECITALS

A. The Company has authorized the sale and issuance of three secured promissory notes, the first issued at the Initial Closing, as defined below, in an aggregate principal amount of $350,000 with respect to a new loan funded at the Initial Closing, the second also issued at the Initial Closing in the principal amount of $1,666,640 which represents the payment of $1,666,640 due to 3i, LP in Alternative Conversion Floor Amounts that began to accrue on July 14, 2022, and the third issued at the “Subsequent Closing, as defined below, in an aggregate principal amount of $650,000 with respect to a new loan funded at the Subsequent Closing, subject to the terms and conditions set forth in this Agreement.

B. On the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing to sell to the Investor, the secured promissory notes.

C. The secured promissory notes will be secured for the benefit of the Investor in accordance with the terms of the Security Agreement, in substantially the form attached hereto as Exhibit B (the “Security Agreement”).

D. Capitalized terms not otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Funds; The Notes; Use of Proceeds.

(a) Issuance of Notes. At the applicable Closing (as defined below), and subject to the terms and conditions of Section 2 below, the Company agrees to issue and sell, subject to the terms and conditions hereof, and the Investor agrees to purchase, the secured promissory notes in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amounts of $350,000 and $1,666,640 at the Initial Closing, and a Note in the principal amount of $650,000 at the Subsequent Closing as more specifically set forth on Schedule I with respect to such Closing. The Indebtedness evidenced by the Notes shall be senior in right of payment to all of the Company’s other Indebtedness (as defined below).

(b) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used, after payment of transaction expenses, for the Company’s re-audit of its consolidated financial statements for the fiscal year ended 2021, the repayment of $1,666,640 due to 3i, LP in Alternative Conversion Floor Amounts that began to accrue on July 14, 2022, and for working capital and general corporate purposes.

2. Closings; Delivery.

(a) Initial Closing. The initial sale and purchase of the Notes set forth on Schedule I under the table titled “Initial Closing” shall take place at a closing (a “Closing”) to be held at such place and time as the Company and the Investor may determine (the “Closing Date”). If there is more than one Closing, the term “Closing” shall apply to each such closing unless otherwise specified herein and the term “Closing Date” shall apply to the date of each such Closing

(b) Subsequent Closing. After the initial Closing, upon (i) confirmation that a registration statement on a Form S-1 has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is currently awaiting effectiveness, relating to a confidentially marketed public offering (a “CMPO”), and (ii) approval by the Company’s shareholders of an increase in authorized common stock in an amount sufficient to cover the CMPO, the Company shall sell, and the Investor shall purchase, on the same terms and conditions as those contained in this Agreement, the additional Note set forth on Schedule I under the table titled “Subsequent Closing.”

(c) Delivery. At each Closing, the Company will deliver to the Investor the respective Notes to be purchased by the Investor at such Closing against receipt by the Company of the corresponding purchase price set forth on Schedule I hereto with respect to such Closing (the “Purchase Price”). Each of the Notes will be registered in the Investor’s name in the Company’s records..

3. Representations and Warranties of the Company. Except as otherwise set forth herein or as set forth on the Disclosure Schedule, attached as Schedule II, delivered to the Investor at the applicable Closing (the “Disclosure Schedule”), the Company represents and warrants to the Investor that as of each Closing Date:

(a) Organization, Valid Existence and Good Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business.

(b) Authorization. All corporate action on the part of the Company and its directors necessary for the performance of the Company’s obligations under this Agreement, the Security Agreement and the Notes (collectively, the “Transaction Documents”) will be taken prior to the Closing. This Agreement and the Notes when issued pursuant to the terms hereof, will be valid, binding and enforceable obligations of the Company, subject to the laws of general application relating to bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(c) Non-Contravention. The execution and delivery by the Company of the Transaction Documents and the performance and consummation of the transactions contemplated hereby and thereby do not (i) violate the Company’s certificate of incorporation or bylaws, each as amended to date (“Charter Documents”), or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other person or entity to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company (other than any lien or encumbrance arising under the Transaction Documents) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

(d) Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the stockholders of any Person) is required in connection with the execution and delivery of this Agreement and the Notes and the performance and consummation of the transactions contemplated hereby. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, or any other entity and any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(e) Intellectual Property. To the Company’s knowledge, the Company owns or possesses, directly or indirectly, sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business without any conflict with, or infringement of the rights of, others.

(f) Litigation. Except as set forth in Item 3(f) of the Disclosure Schedule, no actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge of the Company, threatened against the Company at law or in equity in any court or before any other governmental authority that if adversely determined (i) would (alone or in the aggregate) result in a material liability or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by the Company of the Transaction Documents or the transactions contemplated hereby and thereby.

(g) Taxes. Except as set forth in Item 3(g) of the Disclosure Schedule, there are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

(h) No Indebtedness. Except as set forth in Item 3(h) of the Disclosure Schedule and other than the Notes, the Company does not have any indebtedness for money borrowed or any other secured indebtedness or any Contingent Obligations related thereto (“Indebtedness”). “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(i) No “Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with Securities and Exchange Commission rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (as defined below) (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Notes; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Notes (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

4. Representations and Warranties of Investor. The Investor represents and warrants to the Company upon the acquisition of a Note as follows:

(a) Binding Obligation. The Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and the Transaction Documents constitute valid and binding obligations of the Investor, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) Securities Law Compliance.

(i) The Investor has been advised that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is aware that the Company is under no obligation to effect any such registration with respect to the Notes or to file for or comply with any exemption from registration. The Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.

(ii) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

(iii) The Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

(iv) The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath the Investor’s name on Schedule I hereto.

(c) Access to Information. The Investor acknowledges that the Company has given the Investor access to the corporate records and accounts of the Company and to all material information in its possession relating to the Company, has made its officers and representatives available for interview by the Investor, and has furnished the Investor with all documents and other information required for the Investor to make an informed decision with respect to the purchase of the Notes. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Investor to rely thereon.

(d) Legal Counsel. The Investor has had the opportunity to review this Agreement, the exhibits and schedules attached hereto and the transactions contemplated by this Agreement with its own legal counsel.

(e) Brokers or Finders. The Investor has not engaged any brokers, finders or agents, and neither the Company nor the Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for s’ fees or agents’ commissions or any similar charges in connection with the transactions contemplated by this Agreement.

(f) Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Agreement. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Agreement.

(g) No “Bad Actor” Disqualification Events. Neither (i) the Investor, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of any of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act) held by the Investor is subject to any Disqualification Event (as defined in Section 3(i)), except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.

5. Conditions to Closing of the Investor. The Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in writing in whole or in part by the Investor:

(a) Representations and Warranties. Subject to the Disclosure Schedule, including any update thereto delivered to the Investor prior to or at the time the Investor executes this Agreement, the representations and warranties made by the Company in Section 3 hereof shall have been true and correct when made, and shall be true and correct on any Closing Date.

(b) Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

(c) Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Notes shall be legally permitted by all laws and regulations to which the Investor or the Company are subject.

(d) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor.

(e) Transaction Documents. The Company shall have duly executed and delivered to the Investor this Agreement, the Security Agreement, and each Note issued hereunder, and the Company will take all actions reasonably requested by the Investor necessary to perfect the Investor’s security interest in the collateral, in accordance with the terms of this Agreement and the Security Agreement

6. Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Notes at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:

(a) Representations and Warranties. The representations and warranties made by the Investor in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing Date.

(b) Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

(c) Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Notes shall be legally permitted by all laws and regulations to which the Investor or the Company are subject.

(d) Purchase Price. The Investor shall have delivered to the Company the Purchase Price in respect of the Note being purchased by the Investor referenced in Section 2 hereof.

7. Miscellaneous.

(a) Waivers and Amendments. Any provision of this Agreement and the Notes may be amended, waived or modified only upon the written consent of the Company and the Investor.

(b) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without reference to principles of choice of law.

(c) Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the Closing until the first anniversary of the applicable Closing Date.

(d) Successors and Assigns. Subject to the restrictions on transfer described in Sections 7(e) and 7(e) below, the rights and obligations of the Company and the Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(e) Registration, Transfer and Replacement of the Notes. The Notes issuable under this Agreement shall be registered notes. The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation of any Note for registration of transfer, the Company shall treat the Person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in any Note, the holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such holder, dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (ii) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.

(f) Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

(g) Entire Agreement. This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investor and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

(h) Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows: (i) if to the Investor, at the Investor’s address or facsimile number set forth in the Schedule of Investors attached as Schedule I, or at such other address as the Investor shall have furnished the Company in writing, or (ii) if to the Company, at the Company’s current address for its principal offices, Attn: Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

(i) Expenses. Each party shall be responsible for its own costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement.

(j) Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

[Company Signature Page to Secured Note Purchase Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

[Investor Signature Page to Secured Note Purchase Agreement]

SCHEDULE I

SCHEDULE OF INVESTORS

SCHEDULE II

DISCLOSURE SCHEDULE

Exhibit A

FORM OF NOTE

Exhibit B

SECURITY AGREEMENT

Exhibit 10.2

Execution Version

ALLARITY THERAPEUTICS, INC.

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is made as of November 23, 2022, by Allarity Therapeutics, Inc, a Delaware corporation (the “Company”), in favor of 3i, LP a Delaware limited partnership (the “Holder”).

RECITAL

The Holder and the Company have executed the Secured Note Purchase Agreement dated on or about the date hereof (the “Purchase Agreement”) and the Holder has been issued one or more Secured Promissory Notes (as they may be amended from time to time, each, a “Note” and collectively, the “Notes”) which are part of a series of Notes issued by the Company pursuant to the Purchase Agreement in the aggregate principal amount of up to $2,666,640. The Notes provide for, among other things, (a) the Holder to loan certain principal amounts to the Company and (b) the execution and delivery of this Agreement for the purpose of granting the Holder a security interest in all of the Company’s assets.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties and conditions set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Capitalized Terms. All terms capitalized but not otherwise defined in this Agreement will have the same meanings in this Agreement as in each Note.

2. Grant of Security Interest. To secure the complete and timely satisfaction of the payment by the Company, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Purchase Agreement, this Agreement, the Notes and any other Transaction Documents or other agreements between the Company and the Holder whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (the “Obligations”), the Company hereby pledges, assigns and grants to the Holder a continuing lien and security interest in all of the Company’s right, title and interest in, to and under all personal property and assets of the Company, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind, nature and description, whether tangible or intangible (collectively, the “Collateral”), including, without limitation, the following:

a) One hundred percent ownership interest in the common stock of the Company’s wholly owned subsidiary, Allarity Therapeutics Acquisition Subsidiary, Inc., a Delaware corporation (“Allarity Acquisition Sub”) and holder of all of the assets of Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark (“Allarity A/S”) pursuant to that certain Amended and Restated Plan of Reorganization and Asset Purchase Agreement between the Company, Allarity Acquisition Sub and Allarity A/S dated May 20, 2021 as amended on September 23, 2021;

b) any and all patents and patent applications including, without limitation, the inventions and improvements described and claimed in the Company’s patents and patent applications and (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of those patents and patent applications, (ii) all income, damages and payments now and in the future due or payable under or with respect to those patents and patent applications, including, without limitation, damages and payments for past or future infringements, (iii) the right to sue for past, present and future infringements, and (iv) all rights corresponding to those rights throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(iv) of this subsection, are sometimes referred to individually as a “Patent” and, collectively, as the “Patents”);

c) any and all trademarks, trademark registrations, trademark applications, trade names and trade styles, service marks, service mark registrations and service mark applications of the Company and (i) renewals or extensions of those marks, registrations, applications, names and styles, (ii) all income, damages and payments now and in the future due or payable with respect to marks, registrations, applications, names and styles, including, without limitation, damages and payments for past or future infringements, (iii) the right to sue for past, present and future infringements, and (iv) all rights corresponding to those rights throughout the world (all of the foregoing trademarks, trade names and trade styles, service marks and applications and registrations, together with the items described in clauses (i)-(iv) of this subsection, are sometimes referred to individually as a “Trademark” and, collectively, as the “Trademarks”);

d) the goodwill of the Company’s business connected with and symbolized by the Trademarks;

e) any and all copyrights and copyright registrations and applications of the Company and (i) renewals, extensions and continuous of those copyrights, registrations and applications, (ii) all income, damages and payments now and in the future due or payable under or with respect to those copyrights, registrations and applications, including without limitation, damages and payments for past, present and future infringements, (iii) the right to sue for past, present and future infringements, and (iv) all rights corresponding to those rights throughout the world (all of the foregoing copyrights and applications, together with the items described in clauses (i)-(iv) of this subsection, are sometimes hereafter referred to individually as a “Copyright” and, collectively, as the “Copyrights”);

f) any and all licenses related to the Patents, Trademarks and Copyrights )the “Licenses” and together with the Patents, Trademarks and Copyrights, (the “Intellectual Property”)

g) any and all other property or assets, whether presently existing or hereafter created or acquired, including, without limitation, all accounts, chattel paper (including tangible and electronic chattel paper), documents (including negotiable documents), instruments (including promissory notes), letter of credit rights, money, deposit accounts, general intangibles (including intellectual property, patents, trademarks, copyrights, trade secrets, goodwill, payment intangibles and software), returns, repossessions, investment property and financial assets, insurance claims and proceeds, books and records relating thereto, and computers and equipment containing such books and records, claims, contracts and contract rights, and all goods, including, without limitation, fixtures, equipment (including all accessions and additions thereto), commercial tort claims, and inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions) as such terms are defined or otherwise used in the Uniform Commercial Code;

h) all real property, leasehold interests and fixtures; and

i) all proceeds, including cash proceeds and noncash proceeds and products of any of the foregoing items described at subsections 2(a)-(f) (all of the items referred to at subsections 2(a)-(g), whether presently existing or hereafter created or acquired.

“Uniform Commercial Code” means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of Delaware; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Delaware, “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

3. Perfection of Security Interests. At any time and from time to time, upon demand of the Holder, the Company will execute, file, and record any notice, financing statement, or other instrument, including appropriate financing and continuation statements and collateral agreements and filings with the Delaware Secretary of State, United States Patent and Trademark Office and the Register of Copyrights, or any other recording office necessary to create, continue, or perfect the security interest granted by this Agreement or to enable the Holder to exercise or enforce its rights under this Agreement, all in form and substance satisfactory to the Holder. In connection with the foregoing, the Company covenants that it will notify the Holder in writing at least thirty (30) days in advance of filing a registration for copyright and the Company will file such documents and instruments necessary to perfect the security interest granted hereby in such copyright; provided, however, that the Holder shall take reasonable steps to assist the Company to perfect such security interest at the time of filing or thereafter. This Agreement creates in favor of the Holder a legal, valid and enforceable Lien on and security interest in the Collateral, as security for the Obligations. Such Lien and security interest is (or in the case of Collateral in which the Company obtains any right, title or interest after the date hereof, will be), subject only to Permitted Liens, a first priority, valid, enforceable and perfected Lien on and security interest in all personal property of the Company.

The Company hereby irrevocably appoints the Holder as its attorney-in-fact and proxy, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time in the Holder’s discretion, to take any action and to execute any instrument which the Holder may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, to file any claims or take any action or institute any action, suit or proceedings which the Holder may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Holder with respect to any Collateral, to execute assignments, licenses and other documents to enforce the rights of the Holder with respect to any Collateral, and (vi) to verify any and all information with respect to any and all accounts. This power is coupled with an interest and is irrevocable until all of the Obligations are fully performed and paid in full.

4. Representations and Warranties. The Company represents and warrants to the Holder that:

a) Except for the security interest granted under this Agreement, the Company is the sole legal and equitable owner of each item of the Collateral in which it purports to grant a security interest hereunder, having good and marketable title thereto, free and clear of any and all Liens (as defined below) except for Permitted Liens (as defined below).

b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, except (i) such as may have been filed by the Company for the benefit of the Holder pursuant to this Agreement, and (ii) for Permitted Liens.

For purposes of the foregoing:

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Permitted Lien” means: (a) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; (b) Liens (i) upon or in any equipment acquired or held by the Company to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment or (ii) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the equipment so acquired, improvements thereon and the proceeds of such equipment; (c) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (d) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; and (e) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clause (b) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.

5. Certain Restrictions on Future Agreements. The Company agrees that until the Obligations have been satisfied in full, the Company will not sell or assign its interest in, or grant any license under, other than in the ordinary course of business or in connection with a Permitted Lien, the Collateral, or enter into any other agreement with respect to the Collateral that is inconsistent with the Company’s obligations under this Agreement, without the Holder’s consent, and the Company further agrees that it will not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would affect the validity or enforcement of the rights transferred to the Holder under this Agreement.

6. Term. Subject to Section 8 below, the term of the security interest granted in this Agreement will extend until the aggregate Obligations to all of the Notes have been paid in full, at which time the Company and any of its duly appointed officers is hereby authorized to file any termination statement under the Uniform Commercial Code in effect in any jurisdiction to terminate the financing statements that evidence the security interest in the Collateral created by this Agreement and the Notes. Upon payment in full of the Obligations, the Holder will execute and deliver to the Company all deeds, assignments and other instruments, and will take such other actions, as may be necessary or proper to re-vest in the Company full title to the Collateral, subject to any disposition which may have been made by the Holder pursuant to this Agreement. The Obligations to the Holder shall be deemed to be paid in full upon conversion or forgiveness of the Notes pursuant to the terms thereof, and this Agreement shall terminate as of the date of such conversion or forgiveness, provided that the obligations of the the Holder under this Section 6 shall survive such termination.

7. Duties of the Company; Further Assurances; Future Subsidiaries. Within thirty (30) days of the date hereof, the Company shall cause Allarity Acquisition Sub to execute a joinder to this Agreement in form and substance reasonably acceptable to Holder, thereby pledging and granting a security interest in all of its rights title and interest in all of its property and assets as if it were party to this Agreement as of the date hereof. Company will have the duty to preserve and maintain all rights in the Collateral. Any expenses incurred in connection with the Company’s obligations under this Section 7 will be borne by the Company.

The Company will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Holder may reasonably request in order to: (i) perfect and protect the Lien and security interest of the Holder created hereby; (ii) enable the Holder to exercise and enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the deposit accounts; or (iii) otherwise effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all chattel paper and each License and, at the request of the Holder, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Holder, indicating that such chattel paper, License or Collateral is subject to the Lien and security interest created hereby, (B) delivering and pledging to the Holder each promissory note, security, chattel paper or other instrument, now or hereafter owned by any Company, duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Holder, (C) executing and filing (to the extent, if any, that the Company’s signature is required thereon) or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be necessary or that the Holder may reasonably request in order to perfect and preserve the security interest created hereby, (D) furnishing to the Holder from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral in each case as the Holder may reasonably request, all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Holder’s security interest created hereby and obtaining a written acknowledgment from such Person, in form and substance satisfactory to the Holder, that such Person holds possession of the Collateral for the benefit of the Holder, (F) if at any time after the date hereof, the Company acquires or holds any commercial tort claim, promptly notifying the Holder in a writing signed by the Company setting forth a brief description of such Commercial Tort Claim and granting to the Holder a Lien and security interest therein and in the Proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Holder, (G) upon the acquisition after the date hereof by the Company of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security interest), causing the Holder to be listed as the lienholder on such certificate of title or ownership and delivering evidence of the same to the Holder in accordance with this Agreement and (H) taking all actions required by the Code or by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

If the Company hereafter creates or acquires any subsidiary, simultaneously with the creation or acquisition of such subsidiary, such Company shall deliver to the Holder the stock certificates representing all of the capital stock of such subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Holder that the security interest in such uncertificated securities has been transferred to and perfected by the Holder, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable). The Company agree that the pledge of the shares of capital stock acquired by a Company of foreign subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the Company in favor of the Holder, which pledge agreements will provide for the pledge of such shares of capital stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of capital stock, the Holder may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of capital stock.

8. Rights and Remedies Upon Default.

Beginning on the date on which any Event of Default shall have occurred, and while such Event of Default is continuing:

(i) The Holder may exercise in addition to all other rights and remedies granted to it under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code.

(ii) The Company hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

(iii) The Company shall, at the request of the Holder, assemble the Collateral at such place or places as may be reasonably designated by the Holder.

(iv) The Holder may, in its sole discretion, in its name or in the name of the Company or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

(v) The Holder may take immediate possession and occupancy of any premises owned, used or leased by Company and exercise all other rights and remedies of an assignee which may be available to a secured party.

(vi) The Holder may, upon ten (10) days’ prior written notice to the Company of the time and place (which notice the Company hereby agrees is commercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Holder, sell lease, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Holder deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Holder or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, any such demand, notice and right or equity being hereby expressly waived and released. The Holder may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

9. Expenses. All fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Holder in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Collateral will be borne by and paid by the Company on demand by the Holder. If any suit or action is instituted to enforce any provision of this Agreement, the substantially prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

10. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of this Agreement shall be enforceable in accordance with its terms.

11. Waiver and Amendment; Entire Agreement. Any provision of this Agreement may be amended, waived or modified only by an instrument in writing signed by the Company and the Holder. This Agreement, the Note and the other Transaction Documents represent the final agreement of the Company and the Holder as to all matters addressed herein and supersede all previous agreements, negotiations, and discussions by the parties regarding the subject matters addressed herein.

12. Successors and Assigns. 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. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

13. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without reference to principles of choice of law.

14. Cumulative Remedies. All of Holder’s rights and remedies with respect to the Collateral whether established hereby, by a Note, by any other agreements or by law will be cumulative and may be exercised singularly or concurrently. The Company acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Holder under a Note but rather is intended to facilitate the exercise of such rights and remedies. Holder will have, in addition to all other rights and remedies given them by the terms of this Agreement and the Notes, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which Collateral may be located.

15. Mailing of Notices. Any notice required or permitted pursuant to this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or sent by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail, as certified or registered mail (airmail if sent internationally), with postage prepaid, addressed (a) if to a Holder, to the address of the Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or subsequently modified by written notice to the Holder.

16. Headings; Interpretation. Paragraph headings used in this Agreement are for convenience only and will not modify the provisions that they precede. The term “including” shall be interpreted to mean “including but not limited to.”

17. Further Assurances. The Company agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as the Holder reasonably requests from time to time in order to carry out the purpose of this Agreement and agreements set forth in this Agreement.

18. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute but one and the same instrument.

[Signatures pages follow.]

IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

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Exhibit 10.3

Final Version

THIS SECURED NON-CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

ALLARITY THERAPEUTICS, INC.

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Allarity Therapeutics, Inc., a Delaware corporation, promises to pay to 3i, L.P., a Delaware limited partnership (the “Holder”), or its registered assigns, in lawful money of the United States of America, the principal sum of [                 ] Dollars ($[                 ]), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this as provided in this Secured Non-Convertible Promissory Note (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Note”) on the unpaid principal balance at a rate equal to 5.0% simple interest per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earliest to occur of the following: (i) January 1, 2024 (the “Maturity Date”); (ii) the consummation of a Corporate Event (as defined below); or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by the Holder or made automatically due and payable in accordance with the terms hereof, unless this Note is earlier exchanged pursuant to Section 6.

This Note may be one of a series of secured promissory notes (collectively, the “Notes”) issued by the Company pursuant to the Note Purchase Agreement dated November [__], 2022, as such may be amended from time to time (the “Purchase Agreement”) and the Security Agreement dated November [__], 2022, as such may be amended from time to time (the “Security Agreement”). The Notes shall rank pari passu with each other in the right to repayment.

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

1. Definitions. As used in this Note, the following capitalized terms have the following meanings:

(a) “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.

(b) “Corporate Event” shall be deemed to have occurred (i) if the Company merges, consolidates or reorganizes with one or more entities, corporate or otherwise, as a result of which the holders of the Company’s stock entitled to vote for the election of directors immediately prior to such event do not hold at least 50% of the stock entitled to vote for the election of directors immediately after such event, or (ii) if the Company sells all or substantially all of its assets.

(c) “Event of Default” has the meaning given in Section 3 hereof.

(d) “Holder” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered Holder of this Note.

(e) “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(f) “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(g) “Securities Act” shall mean the Securities Act of 1933, as amended.

2. Prepayment. Upon two days prior written notice, the Company may prepay this Note in whole or in part without the consent of the Holder and without penalties. Any prepayments shall be made pro rata among the holders of all of the Notes based on the relative outstanding principal amounts of the Notes. All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal.

3. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable; or

(b) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

(c) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within forty five (45) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; or

(d) The Security Agreement shall for any reason fail or cease to a create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority security interest on the Collateral (as defined in the Security Agreement) in favor of Holder.

4. Notice of Events of Default. As soon as possible and in any event within three (3) business days after it becomes aware that an Event of Default has occurred, the Company shall notify the Holder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

5. Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default described in Section 3(a) at any time thereafter during the continuance of such Event of Default, the Holder may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 3(b) through 3(c), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other right, power or remedy permitted to it by the Security Agreement or by law, either by suit in equity or by action at law, or both.

6. Optional Exchange.

(a) Exchange Upon an Equity Financing If prior to the Maturity Date or other repayment, or forgiveness in full of this Note, the Company concludes a future equity financing (each, an “Equity Financing”), the Holder shall be entitled to exchange the outstanding principal and accrued but unpaid interest on this Note into such number of shares of the equity security issued by the Company obtained by dividing (i) the principal and interest under this Note by (ii) the lowest price per share of the equity security in the Equity Financing sold to other purchasers, rounded down to the nearest whole share. As a condition precedent (which may be waived by the Company) to the exchange of this Note as provided for in this Section 6(a), Holder hereby agrees to execute and deliver to the Company all transaction documents related to the Equity Financing, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions, and having substantially the same terms as those agreements entered into by the other purchasers participating in such Equity Financing. Prior to the closing of any Equity Financing, Company will notify Holder, in writing at least five (5) days prior to the initial closing of such Equity Financing, of the lowest price per share at which the equity security is being sold in such Equity Financing, the aggregate consideration (excluding the aggregate principal and accrued interest due on this Note and all other convertible notes then outstanding and issued by the Company) being paid for such equity security and such other information as may reasonably be required to permit Holder to evaluate the desirability of electing to exchange this Note pursuant to this Section 6(a). The Holder shall give at least two (2) days written notice to the Company prior to the initial closing of the Equity Financing as to whether the Holder elects that this Note convert into the equity security issued in the Equity Financing and the amount that the Holder wishes to exchange.

(b) Termination of Rights. Whether or not this Note has been surrendered for cancellation, all rights with respect to this Note shall terminate upon the issuance of equity securities upon conversion of this Note under Section 6.1(a). Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company for cancellation as soon as is practicable following conversion of this Note

7. Optional Redemptions.

(a) Optional Redemption by the Company. At any time on or after the date hereof, so long as no Event of Default has occurred or is continuing, the Company shall have the right to redeem all, but not less than all, of the outstanding balance then remaining under this Note (the “Company Optional Redemption Amount”) upon two (2) days written notice to the Holder (the “Company Optional Redemption Notice”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be less than five (5) business days nor more than ten (10) business days following the date of the Company Optional Redemption Notice, (y) certify that no Event of Default has occurred or is continuing and (z) state the aggregate outstanding amount of the Notes which is being redeemed from the Holder pursuant to this Section 7(a) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, if no Event of Default has occurred as of the date of the Company Optional Redemption Notice but an Event of Default occurs at any time prior to the Company Optional Redemption Date, the Company shall provide the Holder a subsequent notice to that effect and unless the Holder waives the Event of Default, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing. If the Company elects to cause a redemption of this Note pursuant to Section 7(a), then it must simultaneously take the same action with respect to all of the other outstanding Notes.

(b) Subsequent Financing Redemption by the Holder. If, at any time while this Note shall be outstanding, the consummation of a future debt, equity, or equity-linked financing, in one or more tranches, by the Company (with investors or lenders other than the Holder and excluding any securities issued, or exchanged for securities under, the Company Equity Incentive Plan) in an aggregate amount of Five Million Dollars ($5,000,000) or more (each, a “Financing”) occurs on any given date (the “Financing Redemption Date”), the Holder may elect, by written notice to the Company (the “Notice of Redemption”), to settle the payment by redemption of the outstanding balance of this Note, together with all accrued interest thereon, of up to Thirty Five Percent (35%) of the gross proceeds with respect to such Financing (the “Financing Redemption Amount”). The Notice of Redemption shall be provided to the Company within five (5) business days from the date the Company has provided the Holder with written notice that a Financing has occurred (the “Notice of Financing”) and shall specify the determined Financing Redemption Amount and the date for such redemption (the “Redemption Payment Date”), which date shall be no earlier than five (5) business days after the date of the Notice of Redemption. On the Redemption Payment Date, the Financing Redemption Amount set forth in the Notice of Redemption shall be paid in cash to the Holder by the Company.

8. Successors and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

9. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

10. Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

11. Transfer of this Note. With respect to any offer, sale or other disposition of this Note, Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Holder’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11 that the opinion of counsel for Holder, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Holder promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered Holder hereof as the owner and Holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

12. Assignment by the Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Holder.

13. No Stockholder Rights. This Note shall not entitle the Holder to any voting rights or any other rights as a shareholder of the Company or to any other rights except the rights stated herein.

14. Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be delivered in accordance with the terms of the Purchase Agreement

15. Waivers. Except for the notices required by this Note, the Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this Note.

16. Security Interest; Pari Passu Notes. The Obligations of the Company under this Note and all other Notes are secured by the Collateral. Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes issued pursuant to the Purchase Agreement or pursuant to the terms of such Notes. In the event Holder receives payments in excess of its pro rata share of the Company’s payments to the holders of all of the Notes, then Holder shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

17. Expenses. In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Holder in enforcing and collecting this Note.

18. Usury. In the event any interest is paid on this Note that is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

19. Severability. If any term or provision of this Note or the Security Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first written above.

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