VSEE HEALTH, INC.

EX-10.1 · vseeex10-1.htm

EX-10.1
 2
 vseeex10-1.htm
 EXHIBIT 10.1

 Exhibit
10.1

 SECURITIES
PURCHASE AGREEMENT

 This
 SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2026, by and between VSEE HEALTH INC. ,
a Delaware corporation, with its address at 980 N Federal Highway Boca Raton, FL 33432 (the “Company”), and ADI Funding
LLC , a Florida limited liability company, with its address at 7050 Aloma Ave, Winter Park, Florida 32792 (the “Buyer”).

 WHEREAS:

 A. The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”); and

 B. Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory
note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $ 271,739.13 (including $21,739.13
of Original Issue Discount) (the “Note”).

 C. The
Company has entered into an equity line of credit financing arrangement (the “ELOC”), the proceeds of which the Company intends
to apply toward repayment of the Note as provided herein and in the Note, and in connection with which the Company has committed to cause
the filing of a registration statement on Form S-1 covering the ELOC, a related Current Report on Form 8-K, and irrevocable transfer
agent instructions for the commitment shares to M2B, as more particularly set forth in Section 4(i).

 NOW
THEREFORE , the Company and the Buyer severally (and not jointly) hereby agree as follows:

 1. Purchase
and Sale of the Securities .

 a. Purchase
of the Securities . On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

 b. Form
of Payment . On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued and sold
to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,
in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver
such duly executed Note on behalf of the Company against delivery of such Purchase Price.

 c. Closing
Date . Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date
and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon,
Eastern Standard Time on or about June 1, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

 2. Buyer’s
Representations and Warranties . The Buyer represents and warrants to the Company that:

 a. Investment
Purpose . As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively
with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

 b. Accredited
Investor Status . The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited
Investor”).

 c. Reliance
on Exemptions . The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer
set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 d. Information .
The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information
is disclosed to the public prior to or promptly following such disclosure to the Buyer.

 e. Legends .
The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially
the following form:

 “THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)
THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

 2

 The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Buyer of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to
the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be
accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided
by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline,
it will be considered an Event of Default pursuant to Section 2.1 of the Note.

 f. Authorization;
Enforcement . This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of
the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 3. Representations
and Warranties of the Company . The Company represents and warrants to the Buyer that:

 a. Organization
and Qualification . The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which
the Company owns, directly or indirectly, any equity or other ownership interest.

 b. Authorization;
Enforcement . (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and
to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,
(ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated
hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s Board of Directors
and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true
and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 3

 c. Capitalization .
As of the date hereof, the authorized common stock of the Company consists of ____________ authorized shares of Common Stock, $0.001
par value per share, of which ____________ shares are issued and outstanding. All of such outstanding shares of capital stock are, or
upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

 d. Issuance
of Shares . The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly
issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and
shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability
upon the Buyer thereof.

 e. No
Conflicts . The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or
an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted,
and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental
entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements
or instruments to be entered into in connection herewith.

 f. SEC
Documents; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents,
except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the
SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents
is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

 4

 g. Absence
of Certain Changes . Since June 30, 2025, except as set forth in the SEC Documents, there has been no material adverse change and
no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 h. Absence
of Litigation . Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or
any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their
capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.

 i. No
Integrated Offering . Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.

 j. No
Brokers . The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.

 k. No
Investment Company . The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not
be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).
The Company is not controlled by an Investment Company.

 l. Breach
of Representations and Warranties by the Company . If the Company breaches any of the material representations or warranties set forth
in this Section 2.1 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of the Note.

 5

 4. COVENANTS .

 a. Best
Efforts . The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7
of this Agreement.

 b. Use
of Proceeds . The Company shall use the proceeds for general working capital purposes.

 c. Expenses .
At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’
expenses shall be $___N/A__ for Buyer’s legal fees and due diligence fee.

 d. Corporate
Existence . So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

 e. Breach
of Covenants . If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in the Note, it will
be considered an event of default under Section 2.1 of the Note.

 f. Failure
to Comply with the 1934 Act . So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements
of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 g. The
Buyer is Not a “Dealer” . The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as
an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any
other professional market activities such as providing investment advice, extending credit and lending securities in connection; and
thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

 h. Mandatory
Repayment from ELOC Proceeds . Maker shall repay all amounts due under the Note from the first proceeds received from any Equity Line
of Credit (“ELOC”) financing. Such repayment shall occur within two (2) business days following receipt of such proceeds.

 i. ELOC
Registration and Related Filings . The Company irrevocably covenants and agrees that, no later than June 11, 2026 (the “ELOC
Filing Deadline”), it shall cause its legal counsel to file (i) a registration statement on Form S-1 registering the shares to
be offered and sold under the ELOC, (ii) a Current Report on Form 8-K relating to the ELOC, and (iii) irrevocable instructions to the
Company's Transfer Agent for the issuance of the commitment shares to M2B Funding Corp. The ELOC Filing Deadline may not be extended
without the prior written consent of the Buyer, and the Company accepts sole responsibility for its timely performance. The Company's
failure to satisfy this covenant in full by the ELOC Filing Deadline shall be a material breach of this Agreement and shall constitute
an Event of Default under Section 2.1 of the Note. In addition to all other remedies, the Buyer shall be entitled to immediate specific
performance and injunctive relief under Section 7(k) to compel such filings, without regard to any cure period that may apply under the
Note.

 6

 5. Conditions
to the Company’s Obligation to Sell . The obligation of the Company hereunder to issue and sell the Securities to the Buyer
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that
these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 a. The
Buyer shall have executed this Agreement and delivered the same to the Company.

 b. The
Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 c. The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 d. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 6. Conditions
to The Buyer’s Obligation to Purchase . The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject
to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s
sole benefit and may be waived by the Buyer at any time in its sole discretion:

 a. The
Company shall have executed this Agreement and delivered the same to the Buyer.

 b. The
Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

 c. The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.

 d. The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a
certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect
and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the
Board of Directors’ resolutions relating to the transactions contemplated hereby.

 7

 e. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 f. No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 7. Governing
Law; Miscellaneous .

 a. Governing
Law . All questions concerning the construction, validity, enforcement, and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Actions concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees, or agents) shall be commenced exclusively in the state and federal courts
located in the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of such state and federal courts
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that such Action is improper or is
an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action to enforce any provisions of the Transaction Documents, then,
in addition to the obligations of the Company under this agreement, the prevailing party in such Action shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action.

 b. Counterparts .
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 8

 c. Headings .
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this
Agreement.

 d. Severability .
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision hereof.

 e. Entire
Agreement; Amendments . This Agreement and the instruments referenced herein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the
Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 f. Notices .
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this
Agreement. Each party shall provide notice to the other party of any change in address.

 g. Successors
and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the
other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private
transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent
of the Company.

 h. Survival .
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and
hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related
to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or
any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 9

 i. Further
Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 j. No
Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.

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

 [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 10

 IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 VSEE HEALTH INC.

 By:
 /s/ Imoigele Aisiku

 Imoigele Aisiku

 President

 ADI FUNDING LLC

 By:
 /s/ Ariella Basedo

 Ariella Basdeo

 Managing

 Member

EX-10.2 · vseeex10-2.htm

EX-10.2
 3
 vseeex10-2.htm
 EXHIBIT 10.2

 Exhibit
10.2

 THIS
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED
BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF,
PURSUANT TO THE TERMS OF THIS NOTE.

 VSEE
HEALTH, INC.

 Secured
Promissory Note

 Original
Issuance Date: June 08, 2026

 Principal: $271,739.13

 Maturity
Date: December 08, 2026

 Loan Amount: $250,000.00

 FOR
VALUE RECEIVED , VSEE HEALTH, Inc., a Delaware corporation (the “ Make r” or the “ Company ”), hereby
promises to pay to the order of ADI Funding, LLC., a Florida Corporation, or its registered assigns (the “ Holder ”)
the principal sum of $271,739.13 (the “ Principal ”) pursuant to the terms of this Secured Promissory Note (this “ Note ”
and, collectively with the other notes issued pursuant to the Purchase Agreement (as defined below), the “ Notes ”).
In exchange for delivery of this Note on the Original Issuance Date referred to above, the Holder shall lend the Maker $250,000.00 in
United States dollars net of an original issuance discount of $21,739.13 (8%).

 ARTICLE
1

 1.1 Purchase
Agreement . This Note has been executed and delivered pursuant to, and is issued pursuant to, the Securities Purchase Agreement, dated
as of June 01, 2026 (as the same may be amended from time to time, the “ Purchase Agreement ”), by and between the Maker
and the Holder, and is subject to, and incorporates, the provisions of the Purchase Agreement.

 1.2 Interest;
Monthly Payments .

 (a) Interest
shall accrue on the Outstanding Balance (as defined below), commencing on the Original Issuance Date, at 18% per annum (the “ Interest ”)
and shall be computed on the basis of a 360-day year, consisting of twelve 30 calendar day periods; provided, however, that the Interest
for the first six months on the Principal shall accrue immediately and be guaranteed. Interest hereunder shall be paid either in cash
or in Common Stock, as determined by the Holder in its sole discretion , commencing on June 30, 2026 , on the first Trading Day
of each month thereafter, and on the Maturity Date (as defined below) or on such earlier date as the Outstanding Balance under this Note
becomes due and payable or is converted in accordance with the terms hereof. “ Outstanding Balance ” means the Principal,
as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued
but unpaid Interest, collection and enforcements costs, and any other fees or charges incurred under this Note.

 (b) The
Outstanding Balance shall be paid on November 30, 2026 (the “ Maturity Date ”) or, if earlier, upon acceleration,
conversion, or prepayment of this Note in accordance with the terms herein.

 (c) From
and after the occurrence and during the continuance of any Event of Default, the Interest shall automatically be increased to the lower
of (i) 28% per annum or (ii) the highest amount permitted by applicable law (such interest upon an Event of Default shall be referred
to as “ Interest ” or “ Default Interest ”), shall compound monthly based upon a 360 day year, and
shall be due and payable on the first Trading Day of each month during the continuance of such Event of Default (a “ Default
Interest Payment Date ”). If such Event of Default is subsequently cured and no other Event of Default then exists (including,
without limitation, for the Company’s failure to pay such Default Interest on the applicable Default Interest Payment Date), the
Default Interest shall cease to be accrue hereunder as of the day immediately following the date of such cure; provided that the Interest
as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent
relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

 1.3 Prepayment .

 (a) At
any time after the Original Issuance Date and provided that no Event of Default has occurred, The Maker shall have the right to
prepay any portion of the Outstanding Balance at any time (“ Optional Redemption ”), by paying to the Holder a sum of
money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with a prepayment fee equal to ten
percent (10%) of the Outstanding Balance amount to be prepaid, and any and all other sums due, accrued or payable to the Holder arising
under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “ Redemption Amount ”).
The Maker’s election to exercise its right to prepay must be by notice in writing (“ Notice of Redemption ”).
The Notice of Redemption shall specify the date for such Optional Redemption (the “ Redemption Payment Date ”), which
date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “ Redemption Period ”). A Notice
of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election
to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption
Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good
funds to the Holder. If the Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice
of Redemption will be null and void.

 2

 (b) Mandatory
Repayment from ELOC. Upon receipt by Maker of proceeds from its Equity Line of Credit ("ELOC"), Maker shall repay the
entire Outstanding Balance within two (2) business days.

 (c) Except
as otherwise provided elsewhere in this Note, the Maker may not prepay any portion of this Note.

 1.4 Secured
Obligation . The obligations of the Maker under this Note are secured by those certain assets of the Maker designated as Collateral
under the executed copy of the Security Agreement (the “ Security Agreement ”), between the Maker and the Secured Parties
(as defined therein). Execution of the Security Agreement will occur at the time of the execution of this Note. This secured interest
will be senior to any Indebtedness or other obligation incurred by the Maker after the date of this Note.

 1.5 Payment
on Non-Trading Days . Whenever any payment to be made on this Note shall be due on a day which is not a Trading Day, such payment
may be due on the next succeeding Trading Day.

 1.6 Replacement .
Upon receipt of a duly executed Affidavit of Loss and Indemnity Agreement in customary form from the Holder with respect to the loss,
theft or destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation
of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.
The Holder shall not be required to post a bond or other security.

 ARTICLE
2

 2.1 Events
of Default . An “ Event of Default ” under this Note shall mean the occurrence of the following (unless the Event
of Default is waived in writing by the Holder):

 (a) any
default in the payment of the Principal, Interest, or other sums due under this Note issued to the Holder when due (whether on the Maturity
Date or by acceleration or otherwise);

 (b) except
as otherwise permitted in this Note, the Maker shall fail to observe or perform any other covenant, condition or agreement contained
in this Note or any Transaction Document, including, for the avoidance of doubt, (i) the issuance of any Indebtedness or the imposition
of a Lien upon any of the assets of the Maker or any Subsidiary, except for Permitted Indebtedness or Permitted Liens, respectively,
(ii) any failure to timely file, obtain, and maintain the effectiveness of the Resale Registration Statement(s) within the timeframes
prescribed pursuant to the Registration Rights Agreement, or (iii) any other material breach of its covenants and obligations under the
Purchase Agreement and other Transaction Documents entered into by and between the Maker and the Holder dated the Original Issuance Date;

 (c) the
Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on $50,000
or more of any Indebtedness or (B) default in the observance or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing, or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness
to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;

 3

 (d) the
Maker’s notice to the Holder, including by way of public announcement at any time of its inability to comply (including for any
of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this Note into
Common Stock;

 (e) at
any time after the initial Resale Registration Statement is effective and subject to compliance with applicable law or if the Holder
has sold shares of Common Stock pursuant to Rule 144, when available, but only to the extent of the number of shares sold, the failure
of the Maker to instruct its Transfer Agent (as hereinafter defined) to remove any legends from the Common Stock and issue such legend-free
certificates to the Holder within the Standard Settlement Period. As used herein, “ Standard Settlement Period ” means
the standard settlement period, expressed in a number of Trading Days, on the Company’s Trading Market with respect to the Common
Stock as in effect on the date of delivery of a Conversion Notice so long as the Holder has provided reasonable assurances to the Maker
that such Common Stock will be sold pursuant to Rule 144, once it is available, or any other applicable exemption from registration under
the Securities Act or if there is an effective Resale Registration Statement that may be used. For avoidance of doubt, as of the Original
Issuance Date the Standard Settlement Period is two Trading Days;

 (f) the
Maker shall fail to timely deliver the Common Stock as and when required in Section 3.2;

 (g) at
any time the Maker shall fail to have the Required Minimum of Common Stock authorized, reserved and available for issuance to satisfy
the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note;

 (h) any
representation or warranty made by the Maker or any of its Subsidiaries in the Purchase Agreement, this Note, or any other Transaction
Document shall prove to have been false or misleading or breached in a material respect on the date as of which made;

 (i) the
Maker or any of its Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit
of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency,
moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing
to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under
the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or
issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing;

 4

 (j) a
proceeding or case shall be commenced in respect of the Maker or any of its Subsidiaries, without its application or consent, in any
court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial
part of its assets in connection with the liquidation or dissolution of the Maker or any of its Subsidiaries; or (iii) similar relief
in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of 60 days or any order for relief shall be entered in an involuntary
case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or
domestic) against the Maker or any of its Subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue undismissed, or unstayed
and in effect for a period of 30 days;

 (k) one
or more final judgments or orders for the payment of money aggregating in excess of $50,000 (or its equivalent in the relevant currency
of payment) are rendered against one or more of the Company and/or any of its Subsidiaries, that is not dismissed or stayed within 30
days;

 (l) the
Company fails to comply in any material respect with the reporting requirements of the Exchange Act (including but not limited to becoming
delinquent in the filing of any report required to be filed under the Exchange Act which shall not be considered delinquent if an extension
permitted by Rule 12b-25 under the Exchange Act has been timely filed) or ceases to be subject to the reporting requirements of the Exchange
Act. For avoidance of doubt, a failure to timely file an Exchange Act report or extension shall be deemed to be a failure to comply in
a material respect;

 (m) the
Company files a Form 8-K or other Report with the SEC disclosing that it intends to restate any financial statements it previously filed
with the SEC or it restates any financial statements it previously filed with the SEC, if following first public announcement or disclosure
that a restatement will occur the VWAP on the next Trading Day is 20% less than the VWAP on the prior Trading Day. For the purposes of
this Section 2.1(m) the next Trading Day if an announcement is made before 4:00 pm New York, N.Y. time is either the day of the announcement
or the following Trading Day;

 (n) the
Maker’s Common Stock ceases to be listed on the Trading Market (unless the Maker’s Common Stock is immediately thereafter
listed on either The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New
York Stock Exchange, Inc.;

 (o) after
the six-month anniversary of the Original Issuance Date and assuming that the Holder is not deemed to be an affiliate of the Maker on
the date of determination, any Common Stock including Underlying Shares may not be immediately resold under Rule 144 without restriction
on the number of shares to be sold or manner of sale, unless such Common Stock has been registered for resale under the Securities Act
and may be sold without restriction;

 5

 (p) the
Maker consummates a “going private” transaction and as a result its Common Stock is no longer registered under Sections 12(b)
of the Exchange Act;

 (q) there
shall be any SEC stop order with respect to any Resale Registration Statement, a trading suspension by the SEC or the Trading Market
of the Common Stock, or any restriction in place with the Transfer Agent for the Common Stock restricting the trading of such Common
Stock which continues for two (2) Trading Days;

 (r) the
electronic transfer by the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation
is no longer available or is subject to a “chill” which continues for two (2) Trading Days;

 (s) if
the Company replaces its Transfer Agent, the Company fails to instruct the new Transfer Agent to provide prior to the effective date
of such replacement, a fully executed irrevocable transfer agent instructions (including but not limited to the provision to irrevocably
reserve the Required Minimum) signed by the successor Transfer Agent and the Company;

 (t) the
Company or a Subsidiary enters into a Variable Rate Transaction in violation of the terms of the Purchase Agreement;

 (u) the
Company’s Common Stock is not DWAC Eligible;

 (v) the
Company fails to be in compliance with the Securities Act and the Exchange Act in any material respect; or

 (w) any
provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be
valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any
party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any Governmental Authority having jurisdiction
over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing
that it has any liability or obligation purported to be created under any Transaction Document.

 2.2 Remedies
Upon an Event of Default .

 (a) Upon
the occurrence of any Event of Default that has not been remedied or waived within ten Trading Days, provided , however ,
that there shall be no cure period for an Event of Default described in Section 2.1(i) or 2.1(j), the Maker shall be obligated to pay
to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. If this
Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to
convert the Mandatory Default Amount as stated in section 2.2(f).

 (b) Upon
the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence
of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving
rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default
has occurred.

 6

 (c) Subject
to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to
the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two
Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note,
or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion
Price shall continue and not be affected by any cure.

 (d) The
provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies
under this Section 2.2.

 (e) Any
Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

 (f) Conversion
Upon Non-Payment.

 If
the Outstanding Balance is not paid in full on or before the Maturity Date, Holder may convert all or any portion of the Outstanding
Balance into shares of Maker's common stock. The conversion price shall equal eighty percent (80%) of the lowest closing market price
of the common stock during the ten (10) trading days immediately preceding the applicable conversion notice.

 Notwithstanding
anything herein to the contrary, the Holder shall not have the right to convert any portion of this Note to the extent that after giving
effect to such conversion, the Holder together with its affiliates and Attribution Parties would beneficially own in excess of 4.99%
of the Company's outstanding Common Stock immediately after such conversion (the "Maximum Percentage"). The Holder may increase
or decrease the Maximum Percentage upon sixty-one (61) days' prior written notice to the Company, provided that the Maximum Percentage
shall not exceed 9.99%.

 ARTICLE
3

 3.1 Intentionally
Omitted .

 3.2 Rights
Upon Fundamental Transaction .

 (a) Assumption .
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by,
resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered
into (the “ Successor Entity ”) assumes in writing all of the obligations of the Company under this Note and the other
Transaction Documents in accordance with the provisions of this Section 3.5(a) pursuant to written agreements in form and substance satisfactory
to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange
for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the
Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid
Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and
security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded
corporation whose common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE
American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any
Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction,
in lieu of the shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such
shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder
would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior
to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the
provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the
Company, to waive this Section 3.5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this
Section 3.5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations
on the conversion of this Note.

 7

 (b) Other
Corporate Events . In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or
in exchange for shares of Common Stock (a “ Corporate Event ”), the Company shall make appropriate provision to ensure
that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition
to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled
with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate
Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares
of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common
Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had
this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a
conversion price for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall
be in a form and substance satisfactory to the Holder. The provisions of this Section 3.5(b) shall apply similarly and equally to successive
Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

 (c) Prepayment
Following a Change of Control . No later than 15 days following the entry by the Company into an agreement for a Change of Control
but in no event prior to the public announcement of such Change of Control, the Maker shall deliver written notice describing the entry
into such agreement (“ Notice of Change of Control ”) to the Holder. Within 30 days after receipt of a Notice of Change
of Control, the Holder may require the Maker to prepay, effective immediately prior to the consummation of such Change of Control,
an amount equal to 120% of the then Outstanding Balance (the “ COC Repayment Price ”), by delivering written notice
thereof (“ Notice of Prepayment at Option of Holder Upon Change of Control ”) to the Maker.

 (d) Payment
of COC Repayment Price . Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of Control from
the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change of Control;
 provided , that the Holder’s original Note shall have been so delivered to the Maker.

 8

 ARTICLE
4

 4.1 Covenants .
For so long as there is any Outstanding Balance of this Note, unless the Holder has otherwise given prior written consent, the Company
shall be bound by the following covenants:

 (a) Intentionally
Omitted .

 (b) Incurrence
of Indebtedness . The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur
or guarantee or assume any Indebtedness (other than (i) the Notes, and (ii) Permitted Indebtedness).

 (c) Existence
of Liens . The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer
to exist any mortgage, lien, pledge, charge, security interest, deed of trust, or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “ Liens ”) other
than Permitted Liens.

 (d) Restricted
Payments . Except as otherwise provided for in this Note or the other Transaction Documents, the Company shall not, and the Company
shall cause each of its Subsidiaries to not, directly or indirectly, prepay, repurchase, repay or make any payments in respect of, by
the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions
or otherwise), all or any portion of any Indebtedness (other than the Note whether by way of payment in respect of principal of (or premium,
if any) or Interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment,
(i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without
being cured would constitute an Event of Default has occurred and is continuing.

 (e) Restriction
on Prepayment and Cash Dividends . At any time that an Event of Default exists and is continuing under this Note, the Company shall
not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, prepay, repurchase or declare or pay any cash
dividend or other distribution on any of its capital stock excluding any intercompany transfers.

 9

 (f) Restriction
on Transfer of Assets . The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any
Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases,
licenses, assignments, transfers, conveyances, and other dispositions of such assets or rights by the Company and its Subsidiaries in
the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business,
and (iii) sales of unwanted or obsolete assets.

 (g) Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights, and privileges, and become or remain, and cause each of its material Subsidiaries to become or remain, duly qualified and in
good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.

 (h) Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its material Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its material Subsidiaries to comply, at all times with the provisions of all leases
to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

 (i) Maintenance
of Intellectual Property . The Company will, and will cause each of its material Subsidiaries to, take all action necessary or advisable
to maintain all of the rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names,
original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade
secrets, and other intellectual property rights and all applications and registrations therefor of the Company and/or any of its Subsidiaries,
in each case that are necessary or material to the conduct of its business in full force and effect.

 (j) Maintenance
of Insurance . The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption
insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering
such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally by companies
in similar businesses similarly situated. Within 30 days of the Original Issuance Date, the Company shall have in effect a directors
and officers liability insurance policy in an amount at least equal to $2,000,000 and maintain such insurance policy at all times while
any Note remains outstanding.

 (k) Transactions
with Affiliates . The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,
any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of
property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business
or consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on
terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person
that is not an Affiliate thereof.

 10

 (l) Dividends .
The Company shall not, nor shall it permit any of its Subsidiaries to, pay dividends and other distributions.

 (m) Use
of Proceeds . The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

 (n) Operation
of Business . The Company shall operate its business in the ordinary course consistent with past practices.

 (o) Compliance
with Transaction Documents . The Maker shall, and shall cause its Subsidiaries to, comply with its obligations under this Note and
the other Transaction Documents.

 (p) Payment
of Taxes, Etc . The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and
discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits,
property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect; provided , however , that any such
tax, assessment, charge, or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings
and if the Maker or such Subsidiaries shall have set aside on its books adequate reserves with respect thereto, and provided, further,
that the Maker and such Subsidiaries will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings
to foreclose any lien which may have attached as security therefor.

 (q) Variable
Rate Transactions . The Company shall not enter into any Variable Rate Transactions, except as otherwise permitted under the Purchase
Agreement.

 4.2 Option
of the Holder . In connection with the number of Trading Days referred to in Sections 3.1(b), 5.11(c) and 5.11(ww) of this Note, the
Holder shall have the option to add the number of Trading Days for which a temporary “chill” has been in effect as specified
in the Purchase Agreement. This Section 4.2 and any election by the Holder shall not be deemed to modify the Events of Default.

 ARTICLE
5

 5.1 Notices .
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email
at the email address specified in this Section 5.1 prior to 5:00 p.m. (New York, N.Y. time) on a Trading Day, (b) the next Trading Day
after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section
5.1 on a day that is not a Trading Day or later than 5:00 p.m. (New York, N.Y. time) on any date and earlier than 11:59 p.m. (New York,
N.Y. time) on such date, (c) the Trading Day following the date of delivery to a carrier , if sent by U.S. nationally recognized overnight
courier service next Trading Day delivery, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses
for notice shall be as set forth in the Purchase Agreement.

 11

 5.2 Governing
Law . This Note shall be governed by and construed in accordance with the Purchase Agreement. This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be drafted.

 5.3 Headings .
Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute
a part of this Note for any other purpose.

 5.4 Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief . The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving
rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to
comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion, and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder
will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate. Therefore,
the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available
rights and remedies, at law or in equity, to seek equitable relief, including but not limited to an injunction restraining any such breach
or threatened breach, without the necessity of pleading and proving irreparable harm or lack of an adequate remedy at law and without
any bond or other security being required.

 5.5 Enforcement
Expenses . The Maker agrees to pay all costs and expenses of the Holder in enforcing or exercising its rights under this Note, including,
without limitation, reasonable attorneys’ fees and expenses and the fees and expenses of any expert witnesses.

 5.6 Binding
Effect . The obligations of the Maker set forth herein shall be binding upon its successors and assigns, whether or not such successors
or assigns are permitted by the terms herein.

 5.7 Amendments;
Waivers . Except for Section 3.2(e), which may not be amended, modified, or waived by the Company or the Holder except as expressly
set forth therein, no provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder.
No waiver of any default with respect to any provision, condition, or requirement of this Note shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition, or requirement hereof, nor shall any
delay or omission of the Holder to exercise any right hereunder in any manner impair the exercise of any such right.

 5.8 Compliance
with Securities Laws . The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account
and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell, or otherwise dispose of this
Note in violation of applicable securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped
or imprinted with a legend in substantially the form as the legend on the face of this Note.

 12

 5.9 Exclusive
Jurisdiction; Venue . Any action, proceeding or claim arising out of, or relating in any way to, this Agreement shall be brought and
enforced as provided in the Purchase Agreement.

 5.10 Failure
or Indulgence Not Waiver . No failure or delay on the part of the Holder in the exercise of any power, right, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, or privilege preclude other or
further exercise thereof or of any other right, power, or privilege.

 5.11 Maker
Waivers . Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest, and all other demands and notices
in connection with the delivery, acceptance, performance, and enforcement of this Note, and do hereby consent to any number of renewals
of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons
and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting
the liability of the other persons, firms or Maker liable for the payment of this Note, and do hereby waive the right to a trial by
jury .

 5.12 Definitions .
Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the
following terms shall have the following meanings.

 (a) “ Affiliate ”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.

 (b) “ Alternative
Conversion Price ” means the Conversion Price as adjusted pursuant to Section 3.3(e).

 (c) “ Attribution
Parties ” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Original Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the
foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with
the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the
foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

 13

 (d) “ Buy-In ”
has the meaning contained in Section 3.2(c).

 (e) “ Buy-In
Price ” has the meaning contained in Section 3.2(c).

 (f) “ Buy-In
Payment Amount ” has the meaning contained in Section 3.2(c).

 (g) “ Change
of Control ” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned
Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of
Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such
reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or any of its Subsidiaries.

 (h) “ COC
Repayment Price ” has the meaning contained in Section 3.5(c).

 (i) “ Common
Stock ” shall have the meaning as defined in the Purchase Agreement, and for the purposes of this Note, shall also refer to
Conversion Shares unless otherwise apparent from the context.

 (j) “ Company ”
has the meaning contained on page 1 of this Note.

 (k) “ Corporate
Event ” has the meaning contained in Section 3.5(b).

 (l) “ Default
Interest ” has the meaning contained in Section 1.2.

 (m) “ Default
Interest Payment Date ” has the meaning contained in Section 1.2.

 (n) “ Dilutive
Issuance ” has the meaning contained in Section 3.4.

 (o) “ DTC ”
has the meaning contained in Section 3.2(a).

 (p) “ Event
of Default ” has the meaning contained in Section 2.1.

 (q) “ Excess
Shares ” has the meaning contained in Section 3.2(e).

 (r) “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 (s) “ Exempt
Issuance ” shall have the meaning contained in the Purchase Agreement.

 (t) “ FAST ”
has the meaning contained in Section 3.2(a).

 14

 (u) “ Fundamental
Transaction ” means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Persons,
or (iii) make, or allow one or more Persons to make, or allow the Company to be subject to or have its Common Stock be subject to or
party to one or more Persons making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50%
of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock
held by all Persons making or party to, or Affiliated with any Person or group of Persons making or party to, such purchase, tender or
exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Persons making or party to, or Affiliated
with any Person making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding
shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by
all the Persons making or party to, or Affiliated with any Person making or party to, such stock purchase agreement or other business
combination were not outstanding; or (z) such number of shares of Common Stock such that the Persons become collectively the beneficial
owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize,
recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Person individually or the Persons in the aggregate to be or become the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by
all such Persons as of the date of this Note calculated as if any shares of Common Stock held by all such Persons were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity
securities of the Company sufficient to allow such Persons to effect a statutory short form merger or other transaction requiring other
shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly
or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering
into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in
which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this
definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent
with the intended treatment of such instrument or transaction.

 15

 (v) “ Governmental
Authority ” means the government of the United States, or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial,
taxing, regulatory, or administrative powers or functions of or pertaining to government.

 (w) “ Group ”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

 (x) “ Holder ”
has the meaning contained on page 1 of this Note.

 (y) “ Inability
to Fully Convert Notice ” has the meaning contained in Section 3.6(b).

 (z) “ Indebtedness ”
means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate
hedging agreements, interest rate swaps, or other financial products; (c) all obligations or liabilities secured by a lien or encumbrance
on any asset of the Maker, irrespective of whether such obligation or liability is assumed; and (d) any obligation guaranteeing or intended
to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations
of any other person.

 (aa) “ Interest ”
has the meaning contained in Section 1.2.

 (bb) “ Liens ”
has the meaning contained in Section 4.1(c).

 (cc) “ Maker ”
has the meaning contained on page 1 of this Note.

 (dd) “ Mandatory
Default Amount ” means an amount equal to 120% of the sum of (x) the outstanding Principal of this Note on the date on which
the first Event of Default has occurred hereunder and (y) any accrued and unpaid Interest thereon, if any.

 (ee) “ Mandatory
Prepayment ” and “ Mandatory Prepayment Price ” have the meaning contained in Section 3.6(a)(i).

 (ff) “ Market
Price ” means the lowest VWAP of the Common Stock on the principal Trading Market for the 10 consecutive Trading Days ending
on the Trading Day that is immediately prior to the applicable date of determination.

 (gg) “ Maturity
Date ” has the meaning contained in Section 1.2.

 (hh) “ Maximum
Percentage ” has the meaning contained in Section 3.2(e).

 (ii) “ Note ”
has the meaning contained on page 1 of this Note.

 (jj) “ Notice
in Response to Inability to Convert ” has the meaning contained in Section 3.6(b).

 16

 (kk) “ Notice
of Change of Control ” has the meaning contained in Section 3.5(a).

 (ll) “ Notice
of Prepayment at Option of Holder Upon Change of Control ” has the meaning contained in Section 3.5(c).

 (mm) “ Options ”
has the meaning contained in Section 3.4.

 (nn) “ Outstanding
Balance ” has the meaning contained in Section 1.2.

 (oo) “ Permitted
Indebtedness ” means the Indebtedness evidenced by the Notes.

 (pp) “ Permitted
Liens ” means (i) Liens under the Transaction Documents, (ii) any lien for taxes not yet due or delinquent or being contested
in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (iii) any statutory
Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iv)
any Lien created by operation of law, such as materialmen’s Liens, mechanics’ Liens and other similar Liens, arising in the
ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by
appropriate proceedings, (v) Liens in favor of the Senior Lender securing the Senior Debt, and (vi) Liens arising from judgments, decrees
or attachments in circumstances not constituting an Event of Default under this Note.

 (qq) “ Pricing
Period ” means the 10 Trading Days following the cure of an Event of Default as permitted by this Note.

 (rr) “ Principal ”
has the meaning contained on page 1 of this Note.

 (ss) “ Purchase
Agreement ” has the meaning contained in Section 1.1.

 (tt) “ Purchase
Rights ” has the meaning contained in Section 3.6(d).

 (uu)
“ Qualified Financing ” means any debt or equity financing of the Company or any subsidiary or Affiliate, without limitation,
any borrowing of money, including bank or financial institution indebtedness, or public or private offering of debt securities, ELOC
financing, Common Stock, Options, Convertible Securities, but excluding Exempt Issuances.

 (vv) “ Reported
Outstanding Share Number ” has the meaning contained in Section 3.2(e). Agreement.

 (ww) “ Required
Minimum ” shall have the meaning contained in the Purchase

 (xx) “ SEC ”
means the United States Securities and Exchange Commission or the successor thereto.

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

 17

 (zz) “ Share
Delivery Date ” has the meaning contained in Section 3.2(a).

 (aaa) “ Standard
Settlement Period ” has the meaning contained in Section 2.1(e).

 (bbb) “ Subsidiary ”
shall have the meaning contained in the Purchase Agreement.

 (ccc) “ Successor
Entity ” has the meaning contained in Section 3.5(a).

 (ddd) “ Trading
Day ” means a day on which the Common Stock are traded on a Trading Market for at least 4.5 hours.

 (eee) “ Trading
Market ” has the meaning contained in the Purchase Agreement.

 (fff) “ Transaction
Documents ” has the meaning contained in the Purchase Agreement.

 (ggg) “ Transfer
Agent ” has the meaning contained in Section 3.2(a).

 (hhh) “ Underlying
Shares ” has the meaning contained in the Purchase Agreement.

 (iii) “ Variable
Rate Transactions ” has the meaning contained in the Purchase Agreement.

 (jjj) “ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on the Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York, N.Y. time) to 4:02 p.m. (New York, N.Y. time)), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume
weighted average sales price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported in the
“Pink Open Market” or successor operated by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent broker-dealer selected in good faith by the Holder and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 [Signature
Page Follows]

 18

 IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

 VSEE HEALTH, INC.

 By:
 /s/ Imoigele Aisiku

 Name:
 Imoigele Aisiku

 Title:
 President

 Signature Page to Note

 EXHIBIT
A

 TO:
ADI Funding, LLC

 FROM: VSEE
HEALTH, Inc.

 DATE: June
1, 2026

 RE: Disbursement
of Funds

 In
connection with Promissory Note dated June 1, 2026, you are hereby authorized directed to disburse such funds as follows:

 1. $250,000.00 VSEE
HEALTH Inc.

 Please
wire funds to:

 Name of Bank :
  

 ABA:

 Bank Address

 Beneficiary Information Account:

 VSEE HEALTH, INC

 Account#

 Beneficiary Address

 980 N Federal Highway

 Boca Raton, FL 33432