Form 424B3 LUXURBAN HOTELS INC.

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-267821

PROSPECTUS SUPPLEMENT

To Prospectus dated October 28, 2022

LUXURBAN HOTELS INC.

(previously CorpHousing Workforce Inc.)

4,191,490 stocks of Commonplace Inventory
presented by means of Promoting Stockholders

This prospectus complement pertains to the prospectus
dated October 28, 2022 (the “prospectus”), as in the past supplemented on November 9, 2022 and November 15, 2022, that is a component
of registration observation that registers the resale by means of the promoting stockholders (the “Promoting Stockholders”) recognized therein
(and their accredited transferees) every so often of as much as an combination of (a) 2,003,239 stocks of our commonplace inventory issuable to
them upon conversion of 2022 Investor Financing Notes (as outlined therein), (b) 2,156,251 stocks of our commonplace inventory issuable to
them upon workout of 2022 Investor Financing Warrants (as outlined therein) and (c) 32,000 stocks of our commonplace inventory issuable to
them upon workout of our 2022 Investor Financing Agent Warrants (as outlined therein).

We aren’t promoting any securities beneath the prospectus
as supplemented hereby and won’t obtain any of the proceeds from the sale of our commonplace inventory by means of the Promoting Stockholders. On the other hand,
we would possibly obtain as much as $8,765,800 combination gross proceeds from gross sales of commonplace inventory upon money workout routines of the 2022 Investor Financing
Warrants and the 2022 Investor Monetary Agent Warrants.

The Promoting Stockholders would possibly promote or in a different way
cast off the average inventory described within the prospectus as supplemented hereby in quite a few other ways and at various costs. See
“Plan of Distribution” within the prospectus for more info.

This prospectus complement is being filed to
replace and complement the ideas in the past integrated within the prospectus, as in the past supplemented, with our most present
investor presentation, fresh promissory be aware financing and comparable knowledge, which used to be furnished within the Present Reviews on Shape 8-Ok every filed with the Securities
and Trade Fee on November 28, 2022.

You will have to learn this prospectus complement in conjunction
with the prospectus, together with any dietary supplements and amendments thereto. This prospectus complement is certified by means of connection with the prospectus
except for to the level that the ideas within the prospectus complement supersedes the ideas contained within the prospectus. This prospectus
complement isn’t whole with out, and might not be delivered or applied except for in reference to, the Prospectus, together with any dietary supplements
and amendments thereto.

Our commonplace inventory is lately indexed on The Nasdaq
Capital Marketplace or “Nasdaq”, beneath the logo “LUXH”. On November 25, 2022, the remaining reported gross sales worth of our
commonplace inventory, as reported on The Nasdaq Capital Marketplace, used to be $1.46 consistent with percentage.

Making an investment in our securities comes to a top level
of chance. You will have to overview moderately the dangers and uncertainties described within the segment titled “Possibility Components” starting
on web page 10 of the prospectus, and beneath equivalent headings in any amendments or dietary supplements to this prospectus.

Neither the Securities and Trade Fee
nor any state securities fee has authorized or disapproved of those securities, or handed upon the accuracy or adequacy of this prospectus
complement. Any illustration on the contrary is against the law.

The date of this prospectus complement is November
28, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-Ok

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE

SECURITIES EXCHANGE ACT OF 1934

Date of Record (Date of earliest match reported): November
28, 2022

LuxUrban Motels Inc.

(Precise
Identify of Registrant as Laid out in Constitution)

Delaware

001-41473

82-3334945

(State or Different Jurisdiction

of Incorporation)

(Fee

Document Quantity)

(IRS Employer

Id No.)

212 Biscayne Blvd, Suite 253, Miami, Florida		33137
(Cope with of Predominant Govt Places of work)		(Zip Code)

Registrant’s phone quantity, together with
space code: (833) -723-7368

N/A

(Former Identify or Former Cope with, if Modified Since Final Record)

Take a look at the right field underneath if the
Shape 8-Ok submitting is meant to concurrently fulfill the submitting legal responsibility of the Registrant beneath any of the next provisions
(see Basic Instruction A.2. underneath):

¨	Written communications pursuant to Rule 425 beneath the Securities Act (17 CFR 230.425)

¨	Soliciting subject material pursuant to Rule 14a-12 beneath the Trade Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) beneath the Trade Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4© beneath the Trade Act (17 CFR 240.13e 4(c))

Point out by means of test mark whether or not
the registrant is an rising enlargement corporate as outlined in Rule 405 of the Securities Act of 1933 (§230.405 of this bankruptcy)
or Rule 12b-2 of the Securities Trade Act of 1934 (§240.12b-2 of this bankruptcy).

Rising
enlargement corporate x

If
an rising enlargement corporate, point out by means of test mark if the registrant has elected to not use the prolonged transition length for
complying with any new or revised monetary accounting requirements supplied pursuant to Segment 13(a) of the Trade Act. ¨

Securities registered pursuant to Segment 12(b) of the Act:

Name of every elegance		Ticker image(s)		Identify of every alternate on which registered
Commonplace Inventory, par price $0.00001 consistent with percentage		LUXH		The Nasdaq Inventory Marketplace LLC

Merchandise 7.01 Legislation FD Disclosure.

On or about November 28, 2022,
representatives of LuxUrban Motels Inc. (the “Corporate”) will start making displays the use of the Investor Presentation connected
to this Present Record on Shape 8-Ok as Showcase 99.1 (the “Investor Presentation”) and included herein by means of reference. The
Corporate expects to make use of the Investor Presentation, in complete or partially, and perhaps with changes, in reference to displays
made every so often to buyers, analysts and others all over the fiscal 12 months finishing December 31, 2022 and primary fiscal quarter of 2023.

The Investor Presentation comprises
monetary knowledge now not ready in line with in most cases authorised accounting rules (“Non-GAAP Monetary Measures”).
A reconciliation of the Non-GAAP Monetary Measures to monetary knowledge ready in line with in most cases authorised accounting
rules (“GAAP”), as required by means of Legislation G, seems as slides within the Investor Presentation. The Corporate is offering
disclosure of the reconciliation of reported Non-GAAP Monetary Measures used within the Investor Presentation, amongst different puts, to its
similar monetary measures on a GAAP foundation. The Corporate believes that the Non-GAAP Monetary Measures supply buyers further
tactics to view our operations, when thought to be with each our GAAP effects and the reconciliation to internet source of revenue(loss), which we imagine supply
a extra whole figuring out of our trade than may well be received absent this disclosure. We imagine the Non-GAAP Monetary Measures
additionally supply buyers a useful gizmo to evaluate shareholder price.

Through submitting this Present Record
on Shape 8-Ok and furnishing the ideas contained herein, the Corporate makes no admission as to the materiality of any knowledge in
this file this is required to be disclosed only by means of reason why of Legislation FD.

The ideas contained in
the Investor Presentation is abstract knowledge this is meant to be thought to be within the context of the Corporate’s Securities and Trade
Fee (“SEC”) filings and different public bulletins that the Corporate would possibly make, by means of press liberate or in a different way, from time
to time. The Corporate undertakes no responsibility or legal responsibility to publicly replace or revise the ideas contained on this file,
even though it is going to accomplish that every so often as its control believes is warranted. This sort of updating is also made throughout the
submitting of different experiences or paperwork with the SEC, thru press releases or thru different public disclosure.

The ideas offered in
Merchandise 7.01 of this Present Record on Shape 8-Ok and Showcase 99.1 shall now not be deemed to be “filed” for functions of Segment 18
of the Securities Trade Act of 1934, as amended (the “Trade Act”), or in a different way topic to the liabilities of that segment,
except the Corporate particularly states that the ideas is to be thought to be “filed” beneath the Trade Act or particularly
comprises it by means of reference right into a submitting beneath the Securities Act of 1933, as amended, or the Trade Act.

Merchandise 9.01

Monetary Statements and Reveals.

SIGNATURE

Pursuant to the necessities
of the Securities Trade Act of 1934, the registrant has duly brought about this report back to be signed on its behalf by means of the undersigned hereunto
duly approved.

Dated: November 28, 2022	LUXURBAN HOTELS INC.

	Through:	/s/ Shanoop Kothari
		Identify: Shanoop Kothari
		Name: Leader Monetary Officer

Showcase 99.1

Form 424B3 LUXURBAN HOTELS INC.

1 Investor Presentation November 2022 Obtaining and managing a rising portfolio of quick – time period resort apartment houses in primary metropolitan towns. Lafayette Resort, New Orleans

2 This presentation accommodates ahead – taking a look statements, together with with recognize to the anticipated final of famous hire transactions and persevered final on further rentals for houses within the Corporate’s pipeline, as smartly the Corporate’s expected skill to commercialize successfully and profitably the houses it rentals and can hire sooner or later . Those ahead – taking a look statements are topic to quite a few dangers, uncertainties and assumptions, together with the ones set forth beneath the caption “Possibility Components” within the prospectus forming a part of the Corporate’s Registration Observation on Shape S – 1 (Document No . 333 – 262114 ), declared efficient by means of the Securities and Trade Fee (“SEC”) on August 11 , 2022 . Typically, such ahead – taking a look knowledge or ahead – taking a look statements will also be recognized by means of ahead – taking a look terminology similar to “plans”, “expects” or “does now not be expecting”, “is predicted”, “funds”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does now not look ahead to”, or “believes”, or diversifications of such phrases and words or would possibly include statements that sure movements, occasions or effects “would possibly”, “may just”, “would”, “would possibly” or “might be taken”, “will proceed”, “will happen” or “might be accomplished” . Ahead – taking a look knowledge would possibly relate to expected occasions or effects together with, however now not restricted to trade technique, leasing phrases, top – degree occupancy charges, and gross sales and enlargement plans . The monetary projections supplied herein are in keeping with sure assumptions and present and expected marketplace, commute and public well being prerequisites, all of which would possibly trade . The ahead – taking a look knowledge and ahead – taking a look statements contained on this presentation are made as of the date of this presentation, and the Corporate does now not adopt to replace any ahead – taking a look knowledge and/or ahead – taking a look statements which might be contained or referenced herein, except for in line with appropriate securities legal guidelines . The Corporate seeks to reach winning, lengthy – time period enlargement by means of tracking and examining key running metrics, together with EBITDA . The Corporate defines EBITDA as internet source of revenue prior to curiosity, taxes, and depreciation . The Corporate’s control makes use of this non – GAAP monetary metric and comparable computations to guage and arrange the trade and to plot and make close to and lengthy – time period running and strategic selections . The control crew believes this non – GAAP monetary metric comes in handy to buyers to offer supplemental knowledge along with the GAAP monetary effects . Control critiques using its number one key running metrics from time – to – time . EBITDA isn’t meant to be an alternative to any GAAP monetary measure and as calculated, might not be similar to in a similar way titled measures of functionality of different firms in different industries or inside of the similar business . The Corporate’s control crew believes it comes in handy to offer buyers with the similar monetary knowledge that it makes use of internally to make comparisons of historic running effects, determine tendencies in underlying running effects, and assessment its trade . The Corporate defines adjusted money internet source of revenue as internet source of revenue (loss) prior to non – money source of revenue taxes, inventory repayment expense, depreciation and amortization, warrant expense, and go out prices associated with its deliberate go out from its legacy rental apartment trade . The Corporate believes that adjusted internet source of revenue comes in handy to buyers as a measure of an organization’s running functionality, with out regard to in most cases non – routine pieces and non – money process . For functions of the steering supplied herein for the years finishing December 21, 2022 and 2023, estimating such GAAP measures w ith the specified precision important to offer a significant reconciliation may just now not be completed with out unreasonable effort. Non – GAAP measures for long term classes which can’t be reconciled to probably the most similar GAAP monetary measures are calculated in a fashion which is in line with the accounting insurance policies carried out within the Co mpany’s consolidated monetary statements. A reconciliation of internet source of revenue (loss) to EBITDA, internet source of revenue (loss) to adjusted EBITDA, and internet source of revenue (loss) to adjusted internet inc ome is integrated within the monetary tables integrated within the corporate’s Quarterly Record on Shape 10 – Q for the 3 and 9 months ended September 30, 2022 filed on November 14, 2022, beneath the segment thereof entitled “Control’s Dialogue and Research of Monetary Situation and Result of Operations – Reconciliation of Unaudited Ancient Effects to EBITDA.” DISCLAIMER

3 OVERVIEW: Growing Win – Win Alternatives Lengthy – Time period Hire, Asset Mild Trade Type • Multi – Yr Grasp Hire Agreements (MLAs) • Excited by dislocated resort houses, together with the ones impacted by means of COVID – 19 Belongings Portfolio and Pipeline • Rising U.S. presence; density + new places • Concentrated on global enlargement by means of 2023 Leveraging Generation to Pressure Effects • Occupancy, ADRs, and RevPAR bettering • To be had on more than one 1/3 – celebration commute websites Problem Examined • Trade survived, and grew, all over COVID Enlargement Technique • Totally funded enlargement for 2022 & 2023 • Margin enhancement projects underway SERVICE Web Condo Earnings Gross Benefit Adjusted Web Source of revenue * Adjusted EBITDA * $11.6 $6.6 $0.8 $4.9 $0.6 $0.0 $2.4 $0.5 Q3 ‘21 Q3 ‘21 Q3 ‘21 Q3 ‘21 Q3 ‘22 Q3 ‘22 Q3 ‘22 Q3 ‘22 * Non – GAAP measure; see reconciliation tables on this presentation ($ in MMs)

4 OUR VALUE PROPOSITION For assets house owners, solid money glide, greater occupancy, stepped forward ROI, with fewer running tasks For trade and holiday vacationers, high quality lodging in vacation spot places with top – contact carrier LuxUrban houses to be had on dozen of the business’s most well liked commute websites $893 BN World Commute Lodging Marketplace (1) Tasks underway to amplify margins, generate certain money flows, and pressure profitability $1 in unit enlargement = ~$1 in incremental EBITDA The Tuscany, New York (1) “ Commute Lodging Marketplace Outlook — 2026 ” printed by means of Allied Marketplace Analysis.

5 GLOBAL TRAVEL ACCOMODATION MARKET $893 BN by means of 2026 4.5% CAGR from 2019 to 2026 Location Protection Cleanliness High quality of Carrier Comfort Aesthetic Worth LuxUrban supplies holiday and trade vacationers with lodging as a substitute for chain motels, inns and Airbnb – sort houses that fulfill all the standards which might be maximum essential to vacationers: Supply: “ Commute Lodging Marketplace Outlook — 2026 ” printed by means of Allied Marketplace Analysis.

6 GEOGRAPHIC FOOTPRINT London, United Kingdom Paris, France NYC (4) Washington, DC (1) Miami Seashore, FL (4) New Orleans, LA (1) 2023 Goal Towns

7 INDUSTRY RECOVERY FROM COVID – 19 2018 2019 2020 2021 9 Mo. 9/30/22 $160 $157 $103 $122 $149 RevPAR and Occupancy Charges at the Upward push 86% 84% 61% 72% 87%

8 REBEL HOTEL COMPANY (1) • Insurrection provides a complete – carrier, era pushed hospitality control platform • Insurrection will suppose quite a lot of operational tasks related to LuxUrban’s present and long term New York Town resort portfolio • Managing day – to – day resort operations • Scale – pushed efficiencies • Gross sales, advertising and branding • Most well-liked pricing • Will permit LuxUrban to center of attention extra of its sources on enlargement and enlargement alternatives • Collaboration anticipated to ship margin improvements that LuxUrban would now not in a different way notice till no less than 2024 See our Present Record on Shape 8 – Ok filed with the SEC on November 8, 2022.

9 ON – LINE TRAVEL AGENT PARTNERSHIPS

10 ASSET LIGHT CASE STUDIES Low Top $6.3 M $9.8 M Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 167 rooms] $4.4 M $6.9 M Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 118 rooms] The Blakely Resort, NYC (October 2021) • 118 – rooms • 15 – 12 months hire • Refundable letter of credit score / refundable safety deposit POTENTIAL ANNUAL NET REVENUE Marriot Bring in Sq., NYC (April 2022) • 167 – rooms • 10 – 12 months hire • Refundable letter of credit score / refundable safety deposit Low Top POTENTIAL ANNUAL NET REVENUE

11 Low Top $8.2 M $12.7 M Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 80 rooms] Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 217 rooms] ASSET LIGHT CASE STUDIES Georgetown Suites Harbour Washington, DC (July 2022) • 80 – rooms • 10 – 12 months hire • Refundable letter of credit score / refundable safety deposit POTENTIAL ANNUAL NET REVENUE Low Top $3.0 M $4.7 M Downtown NYC Luxurious Resort (September 2022) • 217 – rooms • 15 – 12 months hire • Refundable letter of credit score / refundable safety deposit POTENTIAL ANNUAL NET REVENUE

12 ASSET LIGHT CASE STUDIES Low Top $4.7 M $7.2 M Low Top $2.3 M $3.5 M Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 124 rooms] Observe: Calculated by means of the use of historic low / top Earnings In line with To be had Room (RevPAR) [[($103 or $160) x 365 days per year x 60 rooms] Tuscany Resort, NYC (September 2022) • 124 – rooms • 15 – 12 months hire • Refundable letter of credit score / refundable safety deposit POTENTIAL ANNUAL NET REVENUE Lafayette Resort, New Orleans (September 2022) • 60 – rooms • 15 – 12 months hire • Refundable letter of credit score / refundable safety deposit POTENTIAL ANNUAL NET REVENUE

13 FINANCIAL OVERVIEW AND OUTLOOK 13 IDENTIFY $5.4 $8.3 $21.4 $30.9 $42 – $46 $100 – $110 Web Earnings (in MMs) CAGR (2019 – 2021) = 99% CAGR (2019 – 2023 E * ) = 110% * Measured at midpoint of estimate Web Earnings EBITDA / Adj. EBITDA $(0.1) $(4.0) $(0.6) $6.5* $7 – $9 $16 – $20 FY 2021 (1) FY 2020 (1) FY 2019 (1) YTD 2022 (2) FY 2022 (E) FY 2023 (E) (1) See audited monetary statements integrated in Corporate’s Registration Observation of Shape S – 1 (No. 333 – 2622117) (2) See unaudited monetary statements integrated in Corporate’s Shape 10 – Q filed November 14, 2022. *Adj. EBITDA

14 UNIT ECONOMICS: Winning Regardless of Unfavourable Impact of COVID Web Earnings Value of Earnings Gross Benefit Adj. Web Source of revenue* Adj. EBITDA * $18,055 $13,000 $5,056 $1,349 $3,731 $4,146 $2,963 $18,997 $13,750 $5,247 1 Q 2022 (1) 2Q 2022 (2) 3Q 2022 (3) $20,272 $11,710 $8,562 $1,077 $4,169 (1) See audited monetary statements integrated in Corporate’s Registration Observation of Shape S – 1 (No. 333 – 2622117) (2) See unaudited monetary statements integrated in Corporate’s Shape 10 – Q filed September 26, 2022. (3) See unaudited monetary statements integrated in Corporate’s Shape 10 – Q filed November 14, 2022. * Non – GAAP measure. See unaudited monetary statements integrated in Corporate’s Shape 10 – Q filed November 14, 2022, and reconciliation slides on this presentation.

15 2022 FINANCIAL RESULTS & 2022 – 2023 GUIDANCE Classes Ended September 30, 2022 (Unaudited, in 000s) Q3 2022 Q3 2021 9 Mos. 2022 9 Mos. 2021 FY 2022 (E) FY 2023 (E) Web Condo Earnings $11,575 $6,646 $30,876 $14,135 $42,000 – $46,000 $100,000 – $110,000 Value of Earnings $6,686 $5,853 $20,617 $13,774 Gross Benefit $4,889 $793 $10,259 $361 Basic & Administrative Bills $5,311 $262 $7,176 $1,611 Loss Earlier than Have the benefit of Source of revenue Taxes $(3,968) $(36) $(1,036) $(2,476) Web (Loss) $(3,218) $(36) $(1,036) $(2,476) Adjusted Web Source of revenue * $615 $ (36) $3,550 $(2,476) Adjusted EBITDA* $2,380 $531 $6,475 $(1,249) $7,000 – $9,000 $16,000 – $20,000 * Non – GAAP measure; see reconciliation integrated in Corporate’s Shape 10 – Q filed November 14, 2022 and reconciliation slides on this presentation.

16 RECONCILIATION OF NET LOSS TO EBITDA & ADJUSTED EBITDA EBITDA is outlined as internet source of revenue or loss prior to the affect of curiosity, taxes and depreciation and amortization. Adjusted EBIT DA is outlined as EBITDA prior to the affect of non – money bills (inventory repayment expense) and non – routine prices to go out SoBeNY . EBITDA and altered EBTIDA are key measures of our monetary functionality and measures our potency and running money glide prior to financing prices, taxes and dealing capital n eed s. We make the most of EBITDA and altered EBITDA as a result of they supplies us with an running metric intently tied to the operations of the trade. 3 Months Ended September 30 (unaudited) 9 Months Ended September 30 (unaudited) 2022 2021 2022 2021 Web Source of revenue (loss) $ (3,217,562) $ (35,928) $ (1,035,720) $ (2,475,966) Provision for Source of revenue Taxes $ (750,000) $ — $ — $ — Pastime and Financing price $ 4,151,578 $ 566,924 $ 5,311,457 $ 1,226,931 Depreciation Expense $ 2,464 $ — $ 5,020 $ — EBITDA $ 186,480 $ 530,996 $ 4,280,757 $ (1,249,035) Inventory Reimbursement Expense $ 358,285 $ — $ 358,285 $ — Go out SoBeNY Prices $ 1,835,571 $ — $ 1,835,571 $ — Adjusted EBITDA $ 2,380,336 $ 530,996 $ 6,474,613 $ (1,249,035)

17 RECONCILIATION OF NET LOSS TO ADJUSTED CASH NET INCOME (LOSS) 3 Months Ended September 30 (unaudited) 9 Months Ended September 30 (unaudited) 2022 2021 2022 2021 Web Source of revenue (loss) $ (3,217,562) $ (35,928) $ (1,035,720) $ (2,475,966) Provision for Source of revenue Taxes $ (750,000) $ — $ — $ — Inventory Reimbursement Expense $ 358,285 $ — $ 358,285 $ — Depreciation Expense $ 2,464 $ — $ 5,020 $ — Warrant Expense $ 2,386,369 $ — $ 2,386,369 $ — Money Web Source of revenue (loss) $ (1,220,444) $ (35,928) $ 1,713,954 $ (2,475,966) Go out SoBeNY Prices $ 1,835,571 $ — $ 1,835,571 $ — Adjusted Money Web Source of revenue $ 615,127 $ (35,928) $ 3,549,525 $ (2,475,966) Money Web Source of revenue is outlined as internet source of revenue or loss prior to the affect of non – money bills similar to: taxes, depreciation and amortiz ation, inventory repayment expense, warrant expense. Adjusted Money Web Source of revenue adjusts for the non – routine prices related to the go out of SoBeNY . Money Web Source of revenue and A djusted Money Web Source of revenue are key measures of our monetary functionality and measures our potency and running money glide prior to non – money pieces a nd the go out of SoBeNY . We make the most of Money Web Source of revenue and Adjusted Money Web Source of revenue as a result of they supplies us with an running metric intently tied to the operations of the trade.

18 EBITDA is outlined as internet source of revenue or loss prior to the affect of curiosity, taxes and depreciation and amortization. Adjusted EBIT DA is outlined as EBITDA prior to the affect of non – money bills (inventory repayment expense) and non – routine prices to go out SoBeNY . EBITDA and altered EBTIDA are key measures of our monetary functionality and measures our potency and running money glide prior to financing prices, taxes and w ork ing capital wishes. We make the most of EBITDA and altered EBITDA as a result of they supplies us with an running metric intently tied to the operations of the bu sin ess. Twelve Months Ended December 31 2019 2020 2021 Web (Loss) Source of revenue $ (477,599) $ (4,615,725) $ (2,233,384) Pastime and Financing price $ 374,026 $ 577,769 $ 1,626,565 EBITDA and Adjusted EBITDA $ (103,573) $ (4,037,956) $ (606,819) FY 2019 – 2021 RECONCILIATION OF NET INCOME (LOSS) TO EBITDA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-Ok

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE

SECURITIES EXCHANGE ACT OF 1934

Date of Record (Date of earliest match reported): November
23, 2022

LuxUrban Motels Inc.

(Precise
Identify of Registrant as Laid out in Constitution)

Delaware

001-41473

82-3334945

(State or Different Jurisdiction

of Incorporation)

(Fee

Document Quantity)

(IRS Employer

Id No.)

212 Biscayne Blvd, Suite 253, Miami, Florida		33137
(Cope with of Predominant Govt Places of work)		(Zip Code)

Registrant’s phone quantity, together with
space code: (833) 723-7368

N/A

(Former Identify or Former Cope with, if Modified Since Final Record)

¨	Written communications pursuant to Rule 425 beneath the Securities Act (17 CFR 230.425)

¨	Soliciting subject material pursuant to Rule 14a-12 beneath the Trade Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) beneath the Trade Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) beneath the Trade Act (17 CFR 240.13e 4(c))

Rising
enlargement corporate x

Securities registered pursuant to Segment 12(b) of the Act:

Name of every elegance		Ticker Image(s)		Identify of every alternate on which registered
Commonplace Inventory, par price $0.00001 consistent with percentage		LUXH		The Nasdaq Inventory Marketplace LLC

Merchandise 1.01

Access right into a Subject matter Definitive Settlement.

On
November 23, 2022, LuxUrban Motels Inc. (the “Corporate” or “we” and comparable pronouns), consummated a mortgage
settlement (the “Mortgage Settlement”) with personal buyers beneath which we bought the buyers 15% unique factor bargain
notes having an combination essential quantity of $2,875,000 (“November 2022 Investor Notes”). The November 2022
Investor Notes endure curiosity at 5% consistent with annum, with all collected curiosity payable at adulthood (Might 27, 2023).

The
Mortgage Settlement continues our present dating with the buyers to which we in the past bought, in personal placements, 15%
unique factor bargain notes (“Prior Investor Notes”) and five-year warrants (“Prior Investor Warrants”).
As of the date of this Present Record and giving impact to the November 2022 Investor Notes, we’ve got roughly $9.4 million
combination essential quantity of promissory notes exceptional.

The
November 2022 Investor Notes (at the side of the Prior Investor Notes) are secured by means of a primary precedence safety curiosity in all of our
property till such time as such notes are repaid or, on the subject of the Prior Investor Notes, repaid or then again transformed into our
commonplace inventory, beneath the phrases thereof. The November 2022 Investor Notes aren’t convertible into fairness the least bit and no warrants
have been issued in reference to the Mortgage Settlement.

The
finances we won beneath the November 2022 Investor Notes might be used as money collateral for letters of credit score delivered as safety
deposits in reference to the leasing of resort houses and for common company and dealing capital functions

We
would possibly prepay the November 2022 Investor Notes (professional ratably with the Prior Investor Notes) in complete or partially at any time or from time to
time, upon no less than 5 (5) trade days prior written understand to the be aware holders, all over which era such holders shall have
the chance to workout sure conversion rights as additional described herein. If we workout our proper to prepay the notes, we will
make cost to the holders inside of 3 (3) trade days after such 5 (5) trade day length of an quantity in money equivalent
to the sum of the then exceptional essential quantity of the notes and collected curiosity thereon, plus a prepayment top class equivalent to fifteen%
of the essential quantity of the notes being pay as you go.

we
additionally entered into the Earnings Proportion Settlement with the buyers connected as an show off to this Present Record.

Merchandise 3.02.

Unregistered Gross sales of Fairness Securities

The
knowledge set forth above in Merchandise 1.01 of this Present Record is included herein by means of reference.

Merchandise 9.01

Monetary Statements and Reveals.

†	Sure of the shows and schedules to this settlement were ignored in line with Legislation S-Ok Merchandise 601(a)(5). The Corporate consents to furnish a replica of all ignored shows and schedules to the SEC upon request.

SIGNATURE

Pursuant to the necessities
of the Securities Trade Act of 1934, the registrant has duly brought about this report back to be signed on its behalf by means of the undersigned hereunto
duly approved.

Dated: November 28, 2022	LUXURBAN HOTELS INC.

	Through:	/s/ Shanoop Kothari
		Identify: Shanoop Kothari
		Name: Leader Monetary Officer

Showcase 10.1

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER OF THIS NOTE WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE
ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF
THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST
FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 2125 BISCAYNE BLVD., SUITE 253, MIAMI, FLORIDA 33137.

Dated as of: November [ ], 2023	Mortgage Quantity:	$[ ]
Adulthood Date: Might 27, 2023	Unique Factor Cut price:	$[ ]
Pastime Charge: 5%	Unique Predominant Quantity:	$[ ]

SERIES D 15% OID SENIOR SECURED PROMISSORY
NOTE

DUE MAY 27, 2023

THIS SERIES D 15% OID SENIOR
PROMISSORY NOTE is one in all a sequence of duly approved and validly issued Sequence D 15% OID Senior Secured Promissory Notes of LuxUrban
Motels Inc., a Delaware company (the “Corporate”), having its essential place of job at 2125 Biscayne Street,
Suite 253, Miami, Florida 33137, designated as its Sequence D 15% OID Senior Promissory Notes (this Observe, the “Observe”
and, jointly with the opposite Notes of such sequence, the “Notes”).

FOR VALUE RECEIVED, the Corporate
hereby guarantees to pay to the order of [ ] or its registered assigns or successors-in-interest (the “Holder”), or shall
have paid pursuant to the phrases hereunder, an quantity equivalent to the unique essential quantity set forth above on Might, 27, 2023 (the
“Adulthood Date”) or such previous date as this Observe is needed or accredited to be repaid as supplied hereunder, and
to pay curiosity to the Holder at the combination then exceptional essential quantity of this Observe in line with the provisions hereof.

This Observe is being issued
pursuant to that Mortgage Settlement dated as of November 23, 2022 (the “Mortgage Settlement”) between the Corporate and the
Holder (outlined underneath) and the opposite lenders, if any, which might be events thereto.

This Observe is topic to the
following further provisions:

1. Definitions.
For the needs hereof, along with the phrases outlined in different places on this Observe, (a) capitalized phrases now not in a different way outlined herein
shall have the meanings set forth within the Mortgage Settlement and (b) the next phrases shall have the next meanings:

“Chapter Tournament”
method any of the next occasions: (a) the Corporate or any Vital Subsidiary (as such time period is outlined in Rule 1-02(w) of
Legislation S-X) thereof commences a case or different continuing beneath any chapter, reorganization, association, adjustment of debt, reduction
of borrowers, dissolution, insolvency or liquidation or equivalent regulation of any jurisdiction in relation to the Corporate or any Vital Subsidiary
thereof, (b) there may be commenced in opposition to the Corporate or any Vital Subsidiary thereof this kind of case or continuing that’s not
pushed aside inside of 60 days after graduation, (c) the Corporate or any Vital Subsidiary thereof is adjudicated bancrupt or bankrupt
or any order of reduction or different order approving this kind of case or continuing is entered, (d) the Corporate or any Vital Subsidiary
thereof suffers any appointment of any custodian or the like for it or any considerable a part of its assets that’s not discharged or
stayed inside of 60 calendar days after such appointment, (e) the Corporate or any Vital Subsidiary thereof makes a common task
for the advantage of collectors, (f) the Corporate or any Vital Subsidiary thereof calls a gathering of its collectors with a view
to arranging a composition, adjustment or restructuring of its money owed or (g) the Corporate or any Vital Subsidiary thereof, by means of
any act or failure to behave, expressly signifies its consent to, approval of or acquiescence in any of the foregoing or takes any company
or different motion for the aim of effecting any of the foregoing.

“Exchange of Keep watch over
Transaction” method the incidence after the date hereof of any of (a) an acquisition after the date hereof by means of a person
or prison entity or “workforce” (as described in Rule 13d-5(b)(1) promulgated beneath the Trade Act) of efficient keep an eye on
(whether or not thru prison or really useful possession of capital inventory of the Corporate, by means of contract or in a different way) of in way over 49% of the balloting
securities of the Corporate, (b) the Corporate merges into or consolidates with some other Particular person, or any Particular person merges into or consolidates
with the Corporate and, after giving impact to such transaction, the stockholders of the Corporate straight away previous to such transaction personal
lower than 50% of the mixture balloting energy of the Corporate or the successor entity of such transaction, (c) the Corporate sells or
transfers all or considerably all of its property to some other Particular person and the stockholders of the Corporate straight away previous to such transaction
personal lower than 50% of the mixture balloting energy of the obtaining entity straight away after the transaction, (d) a alternative at one
time or inside of a three-year length of greater than one-half of the individuals of the Board of Administrators which isn’t authorized by means of a majority
of the ones people who are individuals of the Board of Administrators at the Unique Factor Date (or by means of the ones people who are serving as
individuals of the Board of Administrators on any date whose nomination to the Board of Administrators used to be authorized by means of a majority of the individuals of
the Board of Administrators who’re individuals at the date hereof), or (e) the execution by means of the Corporate of an settlement to which the Corporate
is a celebration or through which it’s sure, offering for any of the occasions set forth in clauses (a) thru (d) above.

“Delaware Courts”
shall have the that means set forth in Segment 7(d).

“Tournament of Default”
shall have the that means set forth in Segment 6(a).

“Overdue Charges”
shall have the that means set forth in Segment 2(c).

“Obligatory Default
Quantity” method the cost of 130% of the exceptional essential quantity of this Observe and collected and unpaid curiosity hereon, in
addition to the cost of all different quantities, prices, bills and liquidated damages due in recognize of this Observe.

“Observe Sign up”
shall have the that means set forth in Segment 2(b).

“Unique Factor Date”
method the date of the primary issuance of this Observe, without reference to any transfers of any Observe and without reference to the collection of tools
that could be issued to proof such Notes.

“Securities Act”
method the Securities Act of 1933, as amended, and the foundations and laws promulgated thereunder.

2. Pastime
and Repayments.

(a) Fee
of Pastime in Money. The Corporate shall pay curiosity to the Holder at the combination then exceptional essential quantity of this Observe
on the charge of 5 p.c (5%) consistent with annum. All curiosity bills hereunder might be payable in money. Amassed and unpaid curiosity shall
be due on payable at the Adulthood Date, or as in a different way set forth herein.

(b) Pastime
Calculations. Pastime will be calculated at the foundation of a 360-day 12 months, consisting of twelve 30 calendar day classes, and shall
accrue day-to-day starting up at the Unique Factor Date till cost in stuffed with the exceptional essential, at the side of all collected and unpaid
curiosity, liquidated damages and different quantities which would possibly grow to be due hereunder, has been made. Pastime hereunder might be paid to the Particular person
in whose identify this Observe is registered at the information of the Corporate relating to registration and transfers of this Observe (the “Observe
Sign up”).

(c) Overdue
Price. All late collected and unpaid curiosity to be paid hereunder shall entail a past due charge at an rate of interest equivalent to the lesser
of 18% consistent with annum or the utmost charge accredited by means of appropriate regulation (the “Overdue Charges”), which shall accrue day-to-day from the
date such curiosity is due hereunder thru and together with the date of tangible cost in complete.

(d) Reimbursement. The
Notes will be repaid by means of the Corporate professional rata at the dates and within the combination quantities set forth on Time table A hereto and
is also repaid by means of the Corporate in complete or partially at some other time or every so often, upon no less than 5 (5) Trade Days
prior written understand to the Holder, or such shorter length as will be appropriate to the Holder. If the Corporate workout routines its proper
to pay off this Observe at any time rather then as set forth on Time table A hereto, the Corporate shall make cost to the Holder
inside of 3 (3) Trade Days after such 5 (5) Trade Day length. Any reimbursement of this Observe will be in an quantity,
payable in money, equivalent to the sum of the essential quantity of this Observe to be repaid on such date and collected curiosity thereon, plus
a reimbursement top class equivalent to fifteen% of the essential quantity of this Observe to be repaid.

3. Registration
of Transfers and Exchanges.

(a) Other
Denominations. This Observe is exchangeable for an equivalent combination essential quantity of Notes of various approved denominations, as
asked by means of the Holder surrendering the similar. No carrier price might be payable for such registration of switch or alternate.

(b) Reliance
on Observe Sign up. Previous to due presentment for switch to the Corporate of this Observe, the Corporate and any agent of the Corporate would possibly
deal with the Particular person in whose identify this Observe is duly registered at the Observe Sign up as the landlord hereof for the aim of receiving cost
as herein supplied and for all different functions, whether or not or now not this Observe is late, and neither the Corporate nor this kind of agent will be
suffering from understand on the contrary.

4. [Reserved].

5. Adjustment
for Extra Favorable Phrases Contained in Long term Financings. As long as this Observe is exceptional, upon any issuance by means of the Corporate or
any of its subsidiaries of any debt software with any time period that will relatively be deemed extra favorable to the holder of such debt
tools as in comparison to the phrases afforded the Holder beneath this Observe, then the Corporate shall notify the Holder of such time period or phrases
in writing (“MFT Understand”), and on the Holder’s election, exercisable by means of written understand to the Corporate inside of ten days
of Holder’s receipt of the MFT Understand such time period or phrases shall grow to be part of this Observe and its supporting documentation. The
sorts of phrases contained within the different debt software that can be extra favorable to the holder of such safety come with, however aren’t restricted
to, phrases addressing rates of interest, unique factor bargain percentages and prepayment consequences, then again, that no time period in relation to the
conversion of any safety or debt software to commonplace inventory of the Corporate will be topic to this provision previous to March 1,
2022.

6. Occasions
of Default.

(a) “Tournament
of Default” method, anyplace used herein, any of the next occasions (no matter the cause of such match and whether or not such match
will be voluntary or involuntary or effected by means of operation of regulation or pursuant to any judgment, decree or order of any court docket, or any order,
rule or law of any administrative or governmental frame):

i. any
default within the cost of (A) the essential quantity of any Observe or (B) curiosity, liquidated damages and different quantities owing to
a Holder on any Observe, as and when the similar shall grow to be due and payable (whether or not at the Adulthood Date or by means of acceleration or in a different way)
which default, only on the subject of an curiosity cost or different default beneath clause (B) above, isn’t cured inside of 5 (5) Buying and selling
Days;

ii. the
Corporate shall materially fail to look at or carry out some other covenant or settlement contained within the Notes, which failure isn’t cured,
if conceivable to remedy, throughout the previous to happen of (A) seven (7) Buying and selling Days after understand of such failure despatched by means of the Holder
or by means of some other Holder to the Corporate and (B) ten (10) Buying and selling Days after the Corporate has grow to be or will have to have relatively grow to be
acutely aware of such failure;

iii. the
Corporate shall materially fail to look at or carry out some other covenant or settlement contained in, or a default or match of default (topic
to any grace or remedy length supplied within the appropriate settlement, file or software) shall happen beneath the particular phrases of, any
of the opposite Transaction Paperwork which failure isn’t cured, if conceivable to remedy, throughout the previous to happen of (A) 5 (5) Buying and selling
Days after understand of such failure despatched by means of the Holder or by means of some other Holder to the Corporate and (B) ten (10) Buying and selling Days after
the Corporate has grow to be or will have to have grow to be acutely aware of such failure;

iv. any
illustration or guaranty made on this Observe, some other Transaction Paperwork, any written observation pursuant hereto or thereto or any
different file, monetary observation or certificates made or dropped at the Holder will be unfaithful or wrong in any subject material recognize
as of the date when made or deemed made;

v. the
Corporate or any Vital Subsidiary (as such time period is outlined in Rule 1-02(w) of Legislation S-X) will be topic to a Chapter
Tournament;

vi. the
Corporate will be a celebration to any Exchange of Keep watch over Transaction or shall comply with promote or cast off all or in way over 33% of its property
in a single transaction or a sequence of comparable transactions (whether or not or now not such sale would represent a Exchange of Keep watch over Transaction);

vii. if
the Corporate or any Vital Subsidiary shall: (i) follow for or consent to the appointment of a receiver, trustee, custodian or
liquidator of it or any of its houses, (ii) make a common task for the advantage of collectors, (iii) be adjudicated
a bankrupt or bancrupt or be the topic of an order for reduction beneath Name 11 of the US Code or any chapter, reorganization,
insolvency, readjustment of debt, dissolution or liquidation regulation or statute of some other jurisdiction or international nation, or (iv) record
a voluntary petition in chapter, or a petition or a solution in the hunt for reorganization or an association with collectors or to take benefit
or any chapter, reorganization, insolvency, readjustment of debt, dissolution or liquidation regulation or statute, or a solution admitting
the fabric allegations of a petition filed in opposition to it in any continuing beneath this kind of regulation, or (v) take or allow to be taken any
motion in furtherance of or for the aim of effecting any of the foregoing;

viii. if
any order, judgment or decree will be entered, with out the applying, approval or consent of the Corporate or any Vital Subsidiary,
by means of any court docket of competent jurisdiction, approving a petition in the hunt for liquidation or reorganization of the Corporate or any Subsidiary, or
appointing a receiver, trustee, custodian or liquidator of the Corporate or any Subsidiary, or of any or all considerable a part of its property,
and such order, judgment or decree shall proceed unstayed and in impact for any length of sixty (60) days;

ix. the
incidence of any levy upon or seizure or attachment of, or any uninsured lack of or harm to, any assets of the Corporate or any Subsidiary
having an combination honest price or restore price (because the case is also) in way over $100,000 personally or within the combination, and this kind of
levy, seizure or attachment shall now not be put aside, bonded or discharged inside of thirty (30) days after the date thereof;

x. the
Corporate or any subsidiary shall default on any of its tasks beneath any loan(s), credit score settlement(s) or different facility, indenture
settlement(s), factoring settlement(s) or different software(s) beneath which there is also issued, or through which there is also secured
or evidenced, any indebtedness for borrowed cash or cash due beneath any long run leasing or factoring association that (a) contain(s) tasks
more than $100,000 within the combination, whether or not such indebtedness now exists or shall hereafter be created, and (b) ends up in such
indebtedness changing into or being declared due and payable previous to the date on which it could in a different way grow to be due and payable;

xi. any
financial judgement, writ or equivalent ultimate procedure will be entered or filed after the date hereof in opposition to the Corporate, any subsidiary
or any in their respective assets or property for greater than $100,000, and such judgement, writ or equivalent procedure shall stay unvacated,
unbonded or unstayed for a length of 45 calendar days;

xii. the
hire or sublease of the Corporate or any Associate of the Corporate with recognize to any Belongings this is topic to Segment 5.1 of the
Mortgage Settlement is terminated (“Earnings Proportion-Comparable Belongings Hire Termination”) or any Belongings topic to Segment 5.1
of the Mortgage Settlement is closed for trade for a length of greater than 90 days (such 90^th day, the ”Earnings Proportion-Comparable
Belongings Closure Cause Date”), in every case with out the Corporate offering a Alternative Belongings for similar as prescribed by means of
Segment 5.1 of the Mortgage Settlement inside of 30 days of a Earnings Proportion-Comparable Belongings Hire Termination or previous to the Earnings Proportion-Comparable
Belongings Closure Cause Date, as appropriate.

(b) Treatments
Upon Tournament of Default. If any Tournament of Default happens, then the exceptional essential quantity of this Observe, plus collected however unpaid
curiosity, liquidated damages and different quantities owing in recognize thereof throughout the date of acceleration, shall grow to be, on the Holder’s
election, straight away due and payable in money on the Obligatory Default Quantity. After the incidence of any Tournament of Default that
ends up in the eventual acceleration of this Observe, the rate of interest in this Observe shall accrue at an extra rate of interest equivalent to
the lesser of two.0% monthly (24% consistent with annum) or the utmost charge accredited beneath appropriate regulation. Upon the cost in complete
of this Observe, the Holder shall promptly give up this Observe to or as directed by means of the Corporate. In reference to such acceleration described
herein, the Holder needn’t supply, and the Corporate hereby waives, any presentment, call for, protest or different understand of any sort, and
the Holder would possibly straight away and with out expiration of any grace length put into effect any and all of its rights and therapies hereunder and all
different therapies to be had to it beneath appropriate regulation. Such acceleration is also rescinded and annulled by means of Holder at any time previous to cost
hereunder and the Holder shall have all rights as a holder of the Observe till such time, if any, because the Holder receives complete cost pursuant
to this Segment 6(b). No such rescission or annulment shall have an effect on any next Tournament of Default or impair any proper consequent
thereon.

7. Safety.
This Observe is secured by means of the Modification to Safety Settlement (as outlined within the Mortgage Settlement), achieved by means of the Corporate and its
subsidiaries in want of the Holders encumbering the collateral set forth therein, as extra particularly set forth within the Modification to
Safety Settlement, all of the phrases and stipulations of which can be hereby included into and made part of this Observe.

8. Warranty.
All quantities payable beneath this Observe are assured by means of Brian Ferdinand as extra particularly set forth within the Warranty annexed to this Observe.

9. Miscellaneous.

(a) Notices.
Any and all notices or different communications or deliveries to be supplied by means of the Holder hereunder will be in writing and delivered for my part,
by means of e mail (with a replica by means of a nationally identified in a single day courier, signature required), or despatched by means of a nationally identified in a single day
courier carrier, signature required, addressed to the Corporate, on the deal with set forth above, or such different e mail or different psychical
deal with because the Corporate would possibly specify for such functions by means of understand to the Holder delivered in line with this Segment 8(a). Any
and all notices or different communications or deliveries to be supplied by means of the Corporate hereunder will be in writing and delivered for my part,
by means of e mail (with a replica by means of a nationally identified in a single day courier, signature required), or despatched by means of a nationally identified in a single day
courier carrier, signature required, addressed to every Holder on the e mail or different bodily deal with of the Holder showing at the books
of the Corporate, or if no such e mail or different bodily deal with seems at the books of the Corporate, on the essential place of job
of such Holder, as set forth within the Mortgage Settlement, with a replica to recommend of the Holder as set forth within the Mortgage Settlement. Any
understand or different communique or deliveries hereunder will be deemed given and efficient at the earliest of (i) the date of transmission,
if such understand or communique is delivered by the use of e mail prior to twelve:00 p.m. (New York Town time) on any date, (ii) the following Buying and selling
Day after the date of transmission, if such understand or communique is delivered by the use of e mail on an afternoon that’s not a Buying and selling Day or later
than 12:00 p.m. (New York Town time) on any Buying and selling Day, (iii) the second one Buying and selling Day following the date of mailing, if despatched
by means of U.S. nationally identified in a single day courier carrier, signature required or (iv) upon exact receipt by means of the celebration to whom such
understand is needed to be given.

(b) Absolute
Legal responsibility. Except for as expressly supplied herein, no provision of this Observe shall modify or impair the duty of the Corporate, which
is absolute and unconditional, to pay the essential of, liquidated damages and collected curiosity, as appropriate, in this Observe on the time,
position, and charge, and within the coin or foreign money, herein prescribed. This Observe is an immediate debt legal responsibility of the Corporate.

(c) Misplaced
or Mutilated Observe. If this Observe will be mutilated, misplaced, stolen or destroyed, the Corporate shall execute and ship, in alternate
and substitution for and upon cancellation of a mutilated Observe, or in lieu of or in substitution for a misplaced, stolen or destroyed Observe,
a brand new Observe for the essential quantity of this Observe so mutilated, misplaced, stolen or destroyed, however best upon receipt of proof of such loss,
robbery or destruction of such Observe, and of the possession hereof, relatively enough to the Corporate.

(d) Governing
Legislation. All questions regarding the building, validity, enforcement and interpretation of this Observe will be ruled by means of and construed
and enforced in line with the interior legal guidelines of the State of Delaware, with out regard to the foundations of battle of legal guidelines thereof.
Each and every celebration consents that each one prison court cases regarding the interpretation, enforcement and protection of the transactions pondered by means of
any of the Transaction Paperwork (whether or not introduced in opposition to a celebration hereto or its respective Associates, administrators, officials, shareholders,
workers or brokers) will be commenced within the federal courts sitting in the State of Delaware (the “Delaware Courts”).
Each and every celebration hereto hereby irrevocably submits to the unique jurisdiction of the Delaware Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction pondered hereby or mentioned herein (together with with recognize to the enforcement
of any of the Transaction Paperwork), and hereby irrevocably waives, and consents to not assert in any swimsuit, motion or continuing, any declare
that it isn’t for my part topic to the jurisdiction of such Delaware Courts, or such Delaware Courts are fallacious or inconvenient venue
for such continuing. Each and every celebration hereby irrevocably waives private carrier of procedure and has the same opinion to procedure being served in this kind of
swimsuit, motion or continuing by means of mailing a replica thereof by the use of registered or qualified mail or in a single day supply (with proof of supply)
to such celebration on the deal with in impact for notices to it beneath this Observe and consents that such carrier shall represent just right and enough
carrier of procedure and see thereof. Not anything contained herein will be deemed to restrict by any means any proper to serve procedure in any
different means accredited by means of appropriate regulation. Each and every celebration hereto hereby irrevocably waives, to the fullest extent accredited by means of appropriate regulation,
any and all proper to trial by means of jury in any prison continuing coming up out of or in relation to this Observe or the transactions pondered hereby.
If any celebration shall start an motion or continuing to put into effect any provisions of this Observe, then the present celebration in such motion or
continuing will be reimbursed by means of the opposite celebration for its legal professional’s charges and different prices and bills incurred within the investigation,
preparation and prosecution of such motion or continuing.

(e) Waiver.
Any waiver by means of the Corporate or the Holder of a breach of any provision of this Observe shall now not perform as or be construed to be a waiver
of some other breach of such provision or of any breach of some other provision of this Observe. The failure of the Corporate or the Holder to
insist upon strict adherence to any time period of this Observe on a number of events shall now not be thought to be a waiver or deprive that celebration
of the suitable thereafter to insist upon strict adherence to that time period or some other time period of this Observe on some other instance. Any waiver
by means of the Corporate or the Holder should be in writing.

(f) Severability.
If any provision of this Observe is invalid, unlawful or unenforceable, the stability of this Observe shall stay in impact, and if any provision
is inapplicable to any Particular person or circumstance, it shall nonetheless stay appropriate to all different Individuals and cases. If it shall
be discovered that any curiosity or different quantity deemed curiosity due hereunder violates the appropriate regulation governing usury, the appropriate charge
of curiosity due hereunder shall routinely be diminished to equivalent the utmost interest rate accredited beneath appropriate regulation. The Corporate
covenants (to the level that it is going to lawfully accomplish that) that it shall now not at any time insist upon, plead, or in any means in anyway declare
or take the ease or benefit of, any keep, extension or usury regulation or different regulation which might limit or forgive the Corporate from paying
any or all portion of the essential of or curiosity in this Observe as pondered herein, anyplace enacted, now or at any time hereafter
in power, or which would possibly have an effect on the covenants or the functionality of this Observe, and the Corporate (to the level it is going to lawfully accomplish that) hereby
expressly waives all advantages or benefit of this kind of regulation, and covenants that it’ll now not, by means of hotel to this kind of regulation, obstruct, lengthen or
hinder the execution of any energy herein granted to the Holder, however will undergo and allow the execution of each and every similar to although no such
regulation has been enacted.

(g) Treatments,
Characterizations, Different Duties, Breaches and Injunctive Aid. The therapies supplied on this Observe will be cumulative and in
addition to all different therapies to be had beneath this Observe and any of the opposite Transaction Paperwork at regulation or in fairness (together with a decree
of particular functionality and/or different injunctive reduction), and not anything herein shall prohibit the Holder’s proper to pursue exact and
consequential damages for any failure by means of the Corporate to conform to the phrases of this Observe. The Corporate covenants to the Holder that there
will be no characterization regarding this software rather then as expressly supplied herein. Quantities set forth or supplied for herein
with recognize to bills and the like (and the computation thereof) will be the quantities to be won by means of the Holder and shall now not, except for
as expressly supplied herein, be topic to some other legal responsibility of the Corporate (or the functionality thereof). The Corporate recognizes
{that a} breach by means of it of its tasks hereunder will reason irreparable hurt to the Holder and that the treatment at regulation for this kind of breach
is also insufficient. The Corporate subsequently consents that, within the match of this kind of breach or threatened breach, the Holder will be entitled,
along with all different to be had therapies, to an injunction restraining this kind of breach or this kind of threatened breach, with out the need
of unveiling financial loss and with none bond or different safety being required. The Corporate shall supply all knowledge and documentation
to the Holder this is asked by means of the Holder to allow the Holder to verify the Corporate’s compliance with the phrases and stipulations
of this Observe.

(h) Subsequent
Trade Day. Every time any cost or different legal responsibility hereunder will be due on an afternoon rather then a Trade Day, such cost shall
be made at the subsequent succeeding Trade Day.

(i) Headings.
The headings contained herein are for comfort best, don’t represent part of this Observe and shall now not be deemed to restrict or have an effect on
any of the provisions hereof.

(j) Value
of Assortment. If default is made within the cost of this Observe, the Corporate shall pay to the Holder, and reimburse the Holder for,
all prices of assortment, together with cheap lawyers’ charges. Such quantities spent by means of the Holder will be added to the essential
quantity of this Observe on the time of such expenditure.

*********************

(Signature Pages Practice)

IN WITNESS WHEREOF, the Corporate
has brought about this Observe to be duly achieved by means of a duly approved officer as of the date first above indicated.

LuxUrban Motels Inc.

Through:
	Identify:	Brian Ferdinand
	Name:	Leader Govt Officer

E-mail deal with for supply of Notices: [email protected]

ANNEX A

REPAYMENT SCHEDULE

Date of Fee	Predominant Quantity		Pre-Fee Top rate		Pastime Fee
1/02/2023	$	1,086,956.52	$	163,043.48	All collected curiosity up to now of cost
1/30/2023		1,086,956.52		163,043.48	All collected curiosity up to now of cost
5/27/2023		701,086.96		105,163.04	All collected curiosity up to now of cost

GUARANTY

FOR
VALUE RECEIVED, Brian Ferdinand, a person living at 224 Muttontown Eastwoods Street, Muttontown, New York 11791 (the “Guarantor”),
hereby irrevocably and unconditionally promises to the holder of the 15% OID Senior Secured Promissory Observe Due Might 27, 2023 of
LuxUrban Motels Inc., a Delaware company (the “Corporate”) upon which this Warranty is recommended (the “Observe”),
the due and punctual cost of the essential, curiosity (together with any further curiosity required to be paid in keeping with the phrases
of stated Observe) and reimbursement top class at the Observe in addition to all prices and bills of assortment and enforcement, when and because the similar
shall grow to be due and payable, all in line with the phrases of this Observe.

The Guarantor hereby consents
that his tasks hereunder will be unconditional, regardless of the validity, regularity or enforceability of the Observe; the absence
of any motion to put into effect the similar; any waiver or consent by means of the holder of the Observe with recognize to any provisions thereof; any dispute,
declare, counterclaim, protection or different proper which the Guarantor will have to claim in opposition to the Holder; or some other circumstance which
would possibly in a different way represent a prison or equitable discharge or protection of a guarantor. The Guarantor hereby waives diligence, presentment,
call for of cost, submitting of claims with a court docket within the match of insolvency or chapter of the Corporate, any proper to require a continuing
first in opposition to the Corporate, protest, understand and all calls for in anyway and covenants that this Warranty may not be discharged, except for
by means of whole functionality of the tasks contained within the Observe and on this Warranty.

The Guarantor hereby certifies
and warrants that each one acts, prerequisites and issues required to be finished and carried out and to have took place precedent to the advent and
issuance of this Warranty to represent the similar, the legitimate, binding and enforceable legal responsibility of the Guarantor were finished and carried out
in due compliance with all appropriate legal guidelines.

This Warranty will be construed
and enforced in line with, and all questions regarding the building, validity, interpretation and function of this Warranty
will be ruled by means of, the legal guidelines of the State of Delaware, with out giving impact to provisions thereof relating to battle of legal guidelines. The Guarantor
hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts (as outlined within the Observe) for the adjudication of any
dispute hereunder or in connection herewith or with any transaction pondered hereby or mentioned herein, and hereby irrevocably waives,
and consents to not assert in any swimsuit, motion or continuing, any declare that it isn’t for my part topic to the jurisdiction of this kind of
court docket, that such swimsuit, motion or continuing is introduced in an inconvenient discussion board or that the venue of such swimsuit, motion or continuing is
fallacious. The Guarantor hereby irrevocably waives private carrier of procedure and has the same opinion to procedure being served in this kind of swimsuit, motion
or continuing by means of sending by means of qualified mail or in a single day courier a replica thereof to the Guarantor on the deal with indicated within the first
paragraph hereof and consents that such carrier shall represent just right and enough carrier of procedure and see thereof. Not anything contained
herein will be deemed to restrict by any means any proper to serve procedure in any means accredited by means of regulation.

IN WITNESS WHEREOF, the undersigned
has brought about this Warranty to be achieved as of the __ day of November, 2022.


	Identify: Brian Ferdinand

Showcase 10.2

LOAN AGREEMENT

This Mortgage Settlement (this
“Settlement”) is dated as of November 23, 2022, between LuxUrban Motels Inc., a Delaware company (the “Corporate”),
and every lender recognized at the signature pages hereto (every, together with its successors and assigns, a “Lender”
and jointly, the “Lenders”).

WHEREAS, topic to the phrases
and stipulations set forth on this Settlement, every Lender, severally and now not collectively, wants to make a mortgage to the Corporate that might be
evidenced by means of a Observe (as outlined herein).

NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained on this Settlement, and for different just right and precious attention the receipt and adequacy of which can be
hereby stated, the Corporate and every Lender agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions.
Along with the phrases outlined in different places on this Settlement: (a) capitalized phrases that aren’t in a different way outlined herein have the
meanings given to such phrases within the Notes (as outlined herein), and (b) the next phrases have the meanings set forth on this Segment 1.1:

“Obtaining Particular person”
shall have the that means ascribed to such time period in Segment 4.7.

“Motion”
shall have the that means ascribed to such time period in Segment 3.1(j).

“Associate”
method any Person who, without delay or not directly thru a number of intermediaries, controls or is managed by means of or is beneath commonplace keep an eye on
with a Particular person, as such phrases are utilized in and construed beneath Rule 405 beneath the Securities Act.

“Modification to Safety
Settlement” method the Amended and Restated Warranty and Safety Settlement dated the date hereof a few of the Corporate and its subsidiaries
and Greenle Companions LLC, as secured celebration, considerably within the type of Showcase D hereto.

“Board of Administrators”
method the board of administrators of the Corporate.

“Trade Day”
method any day except for any Saturday, any Sunday, any day which is a federal prison vacation in the US or any day on which banking
establishments within the State of New York are approved or required by means of regulation or different governmental motion to near.

“Ultimate Date”
method, with recognize to every Ultimate, the Trade Day on which all the Transaction Paperwork were achieved and delivered by means of the
appropriate events thereto in reference to such Ultimate, and all prerequisites precedent to (i) the Lenders’ tasks to
make the Mortgage and (ii) the Corporate’s tasks to ship the Notes as to such Ultimate, in every case, were glad
or waived.

“Ultimate”
method every final of the Loans and the issuance of the Notes pursuant to Segment 2.1.

“Fee”
method the US Securities and Trade Fee.

“Commonplace Inventory”
method the average inventory, par price $0.00001 consistent with percentage, of the Corporate and some other elegance of securities into which such securities would possibly
hereafter be reclassified or modified.

“Commonplace Inventory Equivalents”
method any securities of the Corporate or the Subsidiaries that will entitle the holder thereof to procure at any time stocks of Commonplace
Inventory, together with, with out limitation, any debt, most popular inventory, proper, possibility, warrant or different software this is at any time convertible
into or exercisable or exchangeable for, or in a different way entitles the holder thereof to obtain, stocks of Commonplace Inventory.

“Corporate Recommend”
method Graubard Miller, with places of work situated at 405 Lexington Road, New York, New York 10174.

“Disclosure Schedules”
shall have the that means ascribed to such time period in Segment 3.1.

“Analysis Date”
shall have the that means ascribed to such time period in Segment 3.1(r).

“Trade Act”
method the Securities Trade Act of 1934, as amended, and the foundations and laws promulgated thereunder.

“Current Notes”
method the exceptional 15% OID Senior Secured Convertible Promissory Notes issued by means of the Corporate pursuant to the Might 2022 SPA, the
June 2022 SPA or the September 2022 SPA, and any promissory notes issued upon registration of switch thereof or in alternate
therefor.

“Current SPA”
method, jointly, the Might 2022 SPA, the June 2022 SPA and the September SPA, every as amended to the date hereof.

“Current Warrants”
method the exceptional Warrants issued pursuant to the Might 2022 SPA, the June 2022 SPA or the September 2022 SPA to the
unique clients of the Current Notes, and any warrants issued upon registration of switch thereof.

“FCPA” method
the International Corrupt Practices Act of 1977, as amended.

“GAAP” shall
have the that means ascribed to such time period in Segment 3.1(h).

“Highbrow Belongings
Rights” shall have the that means ascribed to such time period in Segment 3.1(o).

“June 2022 SPA”
method the Securities Acquire Settlement dated as of June 30, 2022 between the Corporate and the unique buyer of the Current
Notes issued thereunder, as amended or supplemented every so often.

“Lender Celebration”
shall have the that means ascribed to such time period in Segment 4.10.

“Liens” method
a lien, price, pledge, safety curiosity, encumbrance, proper of first refusal, preemptive proper or different restriction.

“Mortgage Quantity”
shall imply, as to every Lender, the mixture quantity of the mortgage to be made to the Corporate as specified underneath such Lender’s identify
beneath the heading “Mortgage Quantity,” at the signature web page hereto achieved by means of such
Lender, which quantity in United States greenbacks and in straight away to be had finances.

“Subject matter Hostile Impact”
shall have the that means assigned to such time period in Segment 3.1(b).

“Subject matter Allows”
shall have the that means ascribed to such time period in Segment 3.1(m).

“Most Charge”
shall have the that means ascribed to such time period in Segment 5.17.

“Might 2022 SPA”
method the Securities Acquire Settlement dated as of Might 27, 2022 between the Corporate and the unique buyer of the Current Notes
issued thereunder, as amended or supplemented every so often.

“Notes” shall
imply all the Notes issued or issuable pursuant to this Settlement, considerably within the type of Showcase A hereto.

“Particular person”
method a person or company, partnership, consider, included or unincorporated affiliation, three way partnership, restricted legal responsibility corporate,
joint inventory corporate, executive (or an company or subdivision thereof) or different entity of any sort.

“Continuing”
method an motion, declare, swimsuit, investigation or continuing (together with, with out limitation, a casual investigation or partial continuing,
similar to a deposition), whether or not commenced or threatened.

“Belongings”
method resort assets during which a Lender elects to take a Earnings Proportion as supplied in Segment 5.1, and every different resort assets that
is a alternative assets as supplied in Segment 5.1 or that the Corporate and the Lenders shall agree in writing is a “Belongings”
for functions of Segment 5.1, together with the provisions of Segment 5.1(f).

“Required Approvals”
shall have the that means ascribed to such time period in Segment 3.1(e).

“Earnings Proportion”
shall have the that means ascribed to such time period in Segment 5.1.

“Rule 144”
method Rule 144 promulgated by means of the Fee pursuant to the Securities Act, as such Rule is also amended or interpreted from
time to time, or any equivalent rule or law hereafter followed by means of the Fee having considerably the similar goal and impact
as such Rule.

“Rule 424”
method Rule 424 promulgated by means of the Fee pursuant to the Securities Act, as such Rule is also amended or interpreted from
time to time, or any equivalent rule or law hereafter followed by means of the Fee having considerably the similar goal and impact
as such Rule.

“Securities Act”
method the Securities Act of 1933, as amended, and the foundations and laws promulgated thereunder.

“Safety Settlement”
method the Amended and Restated Warranty and Safety Settlement dated as of September 30, 2022 between the Corporate and the holders
of the Current Notes, as amended at the date hereof by means of the Modification to Safety Settlement and as additional amended or supplemented from
time to time.

“September 2022
SPA” method the Securities Acquire Settlement dated as of September 30, 2022 between the Corporate and the unique buyer
of the Current Notes issued thereunder, as amended or supplemented every so often.

“Subsidiary”
method any subsidiary of the Corporate as set forth on Time table 3.1(a) and shall, the place appropriate, additionally come with any direct or
oblique subsidiary of the Corporate shaped or got after the date hereof.

“Transaction Paperwork”
method this Settlement, the Notes, the Modification to Safety Settlement, all shows and schedules thereto and hereto and some other paperwork
or agreements achieved in reference to the transactions pondered hereunder.

ARTICLE II.

THE LOANS

2.1 Ultimate.
The Lenders shall, topic to the phrases and stipulations hereof, at a number of Closings, lend to the Corporate as much as $2,500,000, which loans
(every a “Mortgage” and jointly, the “Loans”) will be evidenced by means of the mixture essential quantity of Notes as
set forth at the signature web page hereto. The Ultimate for the Loans will happen, on the mutual election of the Corporate and the Lenders,
at such time or occasions because the Corporate and the Lenders shall agree. At every Ultimate, every Lender shall
lend to the Corporate the volume of its Mortgage (as set forth at the signature web page hereto achieved by means of such Lender, as such signature
web page is also supplemented or amended) and shall ship to the Corporate, by the use of twine switch or a licensed test, straight away to be had
finances equivalent to such Lender’s Mortgage Quantity for such Ultimate, and the Corporate shall ship to every Lender its respective Observe for
such Ultimate (as set forth at the signature web page hereto achieved by means of such Lender, as such signature web page is also supplemented
or amended), and the Corporate and every Lender shall ship the opposite pieces set forth in Segment 2.3 deliverable at such Ultimate.
Upon delight of the covenants and stipulations set forth in Sections 2.3 and 2.4 for such Ultimate, such Ultimate shall
happen on the places of work of the Lender’s recommend or such different location because the events shall mutually agree.

2.2 Deliveries.

(a) On
or previous to every Ultimate Date (or as in a different way indicated underneath), the Corporate shall ship or reason to be dropped at every Lender the
following:

(i) at
the preliminary Ultimate, this Settlement duly achieved by means of the Corporate;

(ii) at
the preliminary Ultimate, the Modification to Safety Settlement, duly achieved by means of the Corporate and the Subsidiaries of the Corporate, as appropriate;

(iii) an
achieved Observe within the essential quantity equivalent to the essential quantity of Notes to be issued to such Lender at such Ultimate as set forth
at the signature web page hereto achieved by means of such Lender; and

(iv) at
every Ultimate, an officials’ certificates achieved by means of the Leader Govt Officer and the Leader Monetary Officer of the Corporate certifying
that the representations and warranties of the Corporate set forth herein are true and proper as of the appropriate Ultimate Date and that
the Corporate has complied with all tasks, covenants and agreements of the Corporate set forth herein on or previous to the appropriate
Ultimate Date, or a deliver down letter of such officials in relation to the similar in a sort relatively appropriate to the Lenders.

(b) On
or previous to every Ultimate Date, every Lender shall ship or reason to be dropped at the Corporate, as appropriate, the next:

(i) at
the preliminary Ultimate for such Lender, this Settlement duly achieved by means of such Lender;

(ii) at
the preliminary Ultimate, the Modification to Safety Settlement, duly achieved by means of such Lender and the Greenle Companions LLC, as collateral agent;
and

(iii) at
every Ultimate, such Lender’s Mortgage Quantity as set forth at the signature web page hereto achieved
by means of such Lender, by means of twine switch to the account laid out in writing by means of the Corporate.

2.3 Ultimate
Stipulations.

(a) The
tasks of the Corporate hereunder in reference to every Ultimate are topic to the next prerequisites being met:

(i) the
accuracy in all subject material respects at the appropriate Ultimate Date of the representations and warranties of the Lenders contained herein
(except as of a selected date therein during which case they will be correct as of such date);

(ii) all
tasks, covenants and agreements of every Lender required to be carried out at or previous to the appropriate Ultimate Date shall were
carried out; and

(iii) the
supply by means of every Lender of the specified pieces set forth in Segment 2.2(b) of this Settlement.

(b) The
respective tasks of the Lenders hereunder in reference to every Ultimate are topic to the next prerequisites being met:

(i) the
accuracy in all subject material respects when made and at the appropriate Ultimate Date of the representations and warranties of the Corporate contained
herein (except as of a selected date therein);

(ii) all
tasks, covenants and agreements of the Corporate required to be carried out at or previous to the appropriate Ultimate Date shall were
carried out;

(iii) the
supply by means of the Corporate of the specified pieces set forth in Segment 2.2(a) of this Settlement; and

(iv) there
shall were no Subject matter Hostile Impact with recognize to the Corporate for the reason that date hereof; and

(v) from
the date hereof to the appropriate Ultimate Date, at any time previous to the appropriate Ultimate Date, buying and selling in securities in most cases as reported
by means of Bloomberg L.P. shall now not were suspended or restricted, or minimal costs shall now not were established on securities whose trades
are reported by means of such carrier, or on any Buying and selling Marketplace, nor shall a banking moratorium were declared both by means of the US
or New York State government nor shall there have came about any subject material outbreak or escalation of hostilities or different nationwide or global
calamity of such magnitude in its impact on, or any subject material opposed trade in, any monetary marketplace which, in every case, within the cheap
judgment of such Lender, makes it impracticable or inadvisable to make its Mortgage at such Ultimate.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations
and Warranties of the Corporate. Except for as set forth within the disclosure schedules of the Corporate dropped at the Lenders on the Ultimate
(the “Disclosure Schedules”), which Disclosure Schedules will be deemed an element hereof and shall qualify any illustration
made herein to the level of the disclosure contained within the corresponding segment of the Disclosure Schedules, the Corporate hereby makes
the next representations and warranties to every Lender:

(a) Subsidiaries.
The entire direct and oblique subsidiaries of the Corporate are set forth within the Corporate’s Registration Observation on Shape S-1
(Registration No. 333-262114) (as so amended, the “Registration Observation”), together with beneath the heading therein entitled
“Sure Company Knowledge and Definitions” and on Showcase 21 to the Registration Observation. The Corporate owns, without delay
or not directly, all the capital inventory or different fairness pursuits of every Subsidiary loose and transparent of any Liens, rather then the Liens
securing the Current Notes, and all the issued and exceptional stocks of capital inventory of every Subsidiary are validly issued and are
absolutely paid, non-assessable and freed from preemptive and equivalent rights to subscribe for or acquire securities. If the Corporate has no subsidiaries,
all different references to the Subsidiaries or any of them within the Transaction Paperwork will be brushed aside.

(b) Group
and Qualification. The Corporate and every of the Subsidiaries is an entity duly included or in a different way arranged, validly present
and in just right status beneath the legal guidelines of the jurisdiction of its incorporation or group, with the considered necessary energy and authority to
personal and use its houses and property and to hold on its trade as lately performed. Neither the Corporate nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificates or articles of incorporation, bylaws or different organizational
or constitution paperwork. Each and every of the Corporate and the Subsidiaries is duly certified to behavior trade and is in just right status as a international
company or different entity in every jurisdiction during which the character of the trade performed or assets owned by means of it makes such qualification
important, except for the place the failure to be so certified or in just right status, because the case is also, may just now not have or relatively be anticipated
to lead to: (i) a subject material opposed impact at the legality, validity or enforceability of any Transaction File, (ii) a
subject material opposed impact on the result of operations, property, trade, possibilities or situation (monetary or in a different way) of the Corporate
and the Subsidiaries, taken as an entire, or (iii) a subject material opposed impact at the Corporate’s skill to accomplish in any subject material
recognize on a well timed foundation its tasks beneath any Transaction File (any of (i), (ii) or (iii), a “Subject matter Hostile
Impact”) and no Continuing has been instituted in this kind of jurisdiction revoking, proscribing or curbing or in the hunt for to revoke,
prohibit or curtail such energy and authority or qualification. However the foregoing, for functions of this Settlement, “Subject matter
Hostile Impact” shall now not come with any match, incidence, reality, situation or trade, without delay or not directly, coming up out of or attributable
to: (A) common financial or political prerequisites; (B) prerequisites in most cases affecting the industries during which the Corporate operates;
(C) any adjustments in monetary, banking or securities markets typically, together with any disruption thereof and any decline in the fee
of any safety or any marketplace index or any trade in prevailing rates of interest; (D) acts of conflict (whether or not or now not declared), armed
hostilities or terrorism, or the escalation or worsening thereof; (E) any motion required or accredited by means of this Settlement or any motion
taken (or ignored to be taken) with the written consent of or on the written request of the Lenders; (F) any adjustments in appropriate
legal guidelines or accounting regulations (together with GAAP (as outlined underneath)) or the enforcement, implementation or interpretation thereof; (G) the
announcement, pendency or crowning glory of the transactions pondered by means of this Settlement; (H) any herbal or man-made crisis or
acts of God; or (I) any failure by means of any Corporate to satisfy any inner or printed projections, forecasts or income or income predictions
(only if the underlying reasons of such screw ups (topic to the opposite provisions of this definition) shall now not be excluded).

(c) Authorization;
Enforcement. The Corporate has the considered necessary company energy and authority to go into into and to consummate the transactions pondered
by means of this Settlement and every of the opposite Transaction Paperwork and in a different way to hold out its tasks hereunder and thereunder. The
execution and supply of this Settlement and every of the opposite Transaction Paperwork by means of the Corporate and the consummation by means of it of the
transactions pondered hereby and thereby were duly approved by means of all important motion at the a part of the Corporate and no additional
motion is needed by means of the Corporate, the Board of Administrators or the Corporate’s stockholders in connection herewith or therewith different
than in reference to the Required Approvals. This Settlement and every different Transaction File to which this is a celebration has been (or
upon supply could have been) duly achieved by means of the Corporate and, when delivered in line with the phrases hereof and thereof, will represent
the legitimate and binding legal responsibility of the Corporate enforceable in opposition to the Corporate in line with its phrases, except for: (i) as restricted
by means of common equitable rules and appropriate chapter, insolvency, reorganization, moratorium and different legal guidelines of common utility
affecting enforcement of collectors’ rights in most cases, (ii) as restricted by means of legal guidelines in relation to the supply of particular functionality,
injunctive reduction or different equitable therapies, and (iii) insofar as indemnification and contribution provisions is also restricted by means of
appropriate regulation.

(d) No
Conflicts. The execution, supply and function by means of the Corporate of this Settlement and the opposite Transaction Paperwork to which it
is a celebration, the issuance and sale of the Securities and the consummation by means of it of the transactions pondered hereby and thereby do
now not and won’t: (i) except for as set forth on Time table 3.1(d) hereto, battle with or violate any provision of the Corporate’s
or any Subsidiary’s certificates or articles of incorporation, bylaws or different organizational or constitution paperwork, (ii) battle
with, or represent a default (or an match that with understand or lapse of time or each would grow to be a default) beneath, outcome within the advent
of any Lien upon any of the houses or property of the Corporate or any Subsidiary, or give to others any rights of termination, modification,
acceleration or cancellation (without or with understand, lapse of time or each) of, any settlement, credit score facility, debt or different software
(evidencing a Corporate or Subsidiary debt or in a different way) or different figuring out to which the Corporate or any Subsidiary is a celebration or by means of
which any assets or asset of the Corporate or any Subsidiary is sure or affected, or (iii) topic to the Required Approvals, battle
with or lead to a contravention of any regulation, rule, law, order, judgment, injunction, decree or different restriction of any court docket or governmental
authority to which the Corporate or a Subsidiary is topic (together with federal and state securities legal guidelines and laws), or through which any
assets or asset of the Corporate or a Subsidiary is sure or affected; except for on the subject of every of clauses (ii) and (iii), such
as may just now not have or relatively be anticipated to lead to a Subject matter Hostile Impact.

(e) Filings,
Is of the same opinion and Approvals. The Corporate isn’t required to acquire any consent, waiver, authorization or order of, give any understand to,
or make any submitting or registration with, any court docket or different federal, state, native or different governmental authority or different Particular person in connection
with the execution, supply and function by means of the Corporate of the Transaction Paperwork, rather then: (i) the filings required pursuant
to Segment 4.6 of this Settlement, (ii) the awareness and/or utility(s) to every appropriate Buying and selling Marketplace for the issuance
and sale of the Notes, and (iii) the submitting of a Shape D with the Fee and such filings as are required to be made beneath
appropriate state securities legal guidelines (jointly, the “Required Approvals”).

(f) [Reserved]

(g) Capitalization.
Except for for the Current Notes and the Current Warrants, the capitalization of the Corporate is as set forth in on Time table 3.1(g),
which Time table 3.1(g) shall additionally come with the collection of stocks of Commonplace Inventory owned beneficially, and of checklist, by means of Associates
of the Corporate as of the date hereof. Except for as set forth within the Current SPAs, no Particular person has any proper of first refusal, preemptive proper,
proper of participation, or any equivalent proper to take part within the transactions pondered by means of the Transaction Paperwork. Except for as set
forth on Time table 3.1(g) and except for because of the acquisition and sale of the Current Notes, the Current Warrants and
the Securities, there aren’t any exceptional choices, warrants, scrip rights to subscribe to, calls or commitments of any personality in anyway
in relation to, or securities, rights or tasks convertible into or exercisable or exchangeable for, or giving any Particular person any proper
to subscribe for or gain any stocks of Commonplace Inventory, or contracts, commitments, understandings or preparations through which the Corporate
or any Subsidiary is or would possibly grow to be sure to factor further stocks of Commonplace Inventory or Commonplace Inventory Equivalents. The issuance and sale
of the Notes won’t obligate the Corporate to factor stocks of Commonplace Inventory or different securities to any Particular person (rather then the Lenders)
and won’t lead to a proper of any holder of Corporate securities to regulate the workout, conversion, alternate or reset worth beneath any
of such securities. The entire exceptional stocks of capital inventory of the Corporate are duly approved, validly issued, absolutely paid and
nonassessable, were issued in compliance with all federal and state securities legal guidelines, and none of such exceptional stocks used to be issued
in violation of any preemptive rights or equivalent rights to subscribe for or acquire securities. No additional approval or authorization
of any stockholder, the Board of Administrators or others is needed for borrowings evidenced by means of the Notes or the issuance of the Notes. There
aren’t any stockholders agreements, balloting agreements or different equivalent agreements with recognize to the Corporate’s capital inventory to which
the Corporate is a celebration or, to the data of the Corporate, between or amongst any of the Corporate’s stockholders.

(h) SEC
Reviews; Monetary Statements. Except for as set forth on Time table 3.1(h), the Corporate has filed all experiences, schedules, bureaucracy,
statements and different paperwork required to be filed by means of the Corporate beneath the Securities Act and the Trade Act, together with pursuant to
Segment 13(a) or 15(d) thereof, for the 2 years previous the date hereof (or such shorter length because the
Corporate used to be required by means of regulation or law to record such subject material) (the foregoing fabrics, together with the shows thereto and paperwork
included by means of reference therein, being jointly referred to herein because the “SEC Reviews”) on a well timed foundation or
has won a legitimate extension of such time of submitting and has filed this kind of SEC Reviews previous to the expiration of this kind of extension.
As in their respective dates, the SEC Reviews complied in all subject material respects with the necessities of the Securities Act and the Trade
Act, as appropriate, and not one of the SEC Reviews, when filed, contained any unfaithful observation of a subject material reality or ignored to state a subject material
reality required to be mentioned therein or important with a purpose to make the statements therein, within the mild of the cases beneath which
they have been made, now not deceptive. The Corporate isn’t and because its incorporation by no means has been a “shell” corporate as outlined
in Segment 405 of the Securities Act. The monetary statements of the Corporate (the “Monetary Statements”) integrated
in Registration Observation and the SEC Reviews were ready in line with United States in most cases authorised accounting rules
carried out on a constant foundation all over the classes concerned (“GAAP”), except for as is also in a different way laid out in such monetary
statements or the notes thereto and except for that unaudited monetary statements would possibly not include all footnotes required by means of GAAP, and quite
found in all subject material respects the monetary place of the Corporate and its consolidated Subsidiaries as of and for the dates thereof
and the result of operations and money flows for the classes then ended, topic, on the subject of unaudited statements, to commonplace, immaterial,
year-end audit changes.

(i) Subject matter
Adjustments; Undisclosed Occasions, Liabilities or Trends. Because the date of the most recent stability sheet integrated within the Monetary Statements,
except for as particularly disclosed within the Registration Observation, together with beneath the heading therein entitled “Prospectus Abstract
– Fresh Trends’ or Time table 3(i) hereto or in a due to this fact filed SEC Record previous to the date hereof: (i) there
has been no match, incidence or construction that has had or that might relatively be anticipated to lead to a Subject matter Hostile Impact,
(ii) the Corporate has now not incurred any liabilities (contingent or in a different way) rather then (A) industry payables, letters of credit score
in relation to lodging unit houses, and collected bills incurred within the odd direction of commercial in line with previous apply,
(B) liabilities now not required to be mirrored within the Corporate’s monetary statements pursuant to GAAP and (C) the Current
Notes, (iii) the Corporate has now not altered its approach of accounting, (iv) the Corporate has now not declared or made any dividend or
distribution of money or different assets to its stockholders or bought, redeemed or made any agreements to buy or redeem any stocks
of its capital inventory, and (v) the Corporate has now not issued any fairness securities to any officer, director or Associate, except for pursuant
to present Corporate inventory possibility and limited inventory plans. Except for for the transactions prescribed by means of this Settlement and the opposite agreements
and paperwork being delivered in connection herewith and the transactions prescribed by means of the Current SPA and the opposite agreements and
paperwork delivered in connection therewith, no match, legal responsibility, reality, circumstance, incidence or construction has came about or exists
or is relatively anticipated to happen or exist with recognize to the Corporate or its Subsidiaries or their respective companies, houses,
operations, property or monetary situation, that will be required to be disclosed by means of an issuer topic to the reporting tasks of
the Trade Act on the time this illustration is made or deemed made that has now not been integrated in Registration Observation, the Disclosure
Schedules or the Monetary Statements.

(j) Litigation.
There is not any motion, swimsuit, inquiry, understand of violation, continuing or investigation pending or, to the data of the Corporate, threatened
in opposition to or affecting the Corporate, any Subsidiary or any in their respective houses prior to or by means of any court docket, arbitrator, governmental
or administrative company or regulatory authority (federal, state, county, native or international) (jointly, an “Motion”)
which (i) adversely impacts or demanding situations the legality, validity or enforceability of any of the Transaction Paperwork or the Securities
or (ii) may just, if there have been an damaging resolution, have or relatively be anticipated to lead to a Subject matter Hostile Impact. Except for
as disclosed within the Registration Observation, neither the Corporate nor any Subsidiary, nor any director or officer thereof, is or has been
the topic of any Motion involving a declare of violation of or legal responsibility beneath federal or state securities legal guidelines or a declare of breach of
fiduciary responsibility. There has now not been, and to the data of the Corporate, there isn’t pending or pondered, any investigation by means of the
Fee involving the Corporate or any present or former director or officer of the Corporate. The Fee has now not issued any forestall order
or different order postponing the effectiveness of any registration observation filed by means of the Corporate or any Subsidiary beneath the Trade Act
or the Securities Act.

(okay) Exertions
Members of the family. No exertions dispute exists or, to the data of the Corporate, is coming near near with recognize to any of the workers of the Corporate,
which might relatively be anticipated to lead to a Subject matter Hostile Impact. Except for as described within the Registration Observation, together with
beneath the heading therein entitled “Trade – Human Capital,” not one of the Corporate’s or its Subsidiaries’
workers is a member of a union that pertains to such worker’s dating with the Corporate or such Subsidiary, and neither the
Corporate nor any of its Subsidiaries is a celebration to a collective bargaining settlement, and the Corporate and its Subsidiaries imagine that
their relationships with their workers are just right. To the data of the Corporate, no govt officer of the Corporate or any Subsidiary,
is, or is now anticipated to be, in violation of any subject material time period of any employment contract, confidentiality, disclosure or proprietary
knowledge settlement or non-competition settlement, or some other contract or settlement or any restrictive covenant in want of any 1/3
celebration, and the continuing employment of every such govt officer does now not topic the Corporate or any of its Subsidiaries to any legal responsibility
with recognize to any of the foregoing issues. The Corporate and its Subsidiaries are in compliance with all U.S. federal, state, native and
international legal guidelines and laws in relation to employment and employment practices, phrases and stipulations of employment and wages and hours,
except for the place the failure to be in compliance may just now not, personally or within the combination, relatively be anticipated to have a Subject matter Hostile
Impact.

(l) Compliance.
Neither the Corporate nor any Subsidiary: (i) is in default beneath or in violation of (and no match has came about that has now not been waived
that, with understand or lapse of time or each, would lead to a default by means of the Corporate or any Subsidiary beneath), nor has the Corporate or
any Subsidiary won understand of a declare that it’s in default beneath or that it’s in violation of, any indenture, mortgage or credit score settlement
or some other settlement or software to which this is a celebration or through which it or any of its houses is sure (whether or not or now not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court docket, arbitrator or different governmental
authority, or (iii) is or has been in violation of any statute, rule, ordinance or law of any governmental authority, together with
with out limitation all international, federal, state and native legal guidelines in relation to taxes, environmental coverage, occupational well being and protection,
product high quality and protection and employment and exertions issues, except for in every case as may just now not have or relatively be anticipated to outcome
in a Subject matter Hostile Impact.

(m) Regulatory
Allows. The Corporate and the Subsidiaries possess all certificate, authorizations and allows issued by means of the right federal,
state, native or international regulatory government important to behavior their respective companies, except for the place the failure to own such
allows may just now not relatively be anticipated to lead to a Subject matter Hostile Impact (“Subject matter Allows”), and neither the
Corporate nor any Subsidiary has won any understand of court cases in relation to the revocation or amendment of any Subject matter Allow.

(n) Name
to Belongings. The Corporate and the Subsidiaries have just right and marketable identify in charge easy to all actual assets owned by means of them and just right
and marketable identify in all private assets owned by means of them this is subject material to the trade of the Corporate and the Subsidiaries, in every
case loose and transparent of all Liens, except for for (i) Liens as don’t materially have an effect on the worth of such assets and don’t materially
intervene with the use made and proposed to be product of such assets by means of the Corporate and the Subsidiaries, (ii) Liens for the cost
of federal, state or different taxes, for which suitable reserves were made therefor in line with GAAP and, the cost of which
is neither antisocial nor topic to consequences and (iii) Liens securing the Current Notes. Any actual assets and amenities held
beneath hire by means of the Corporate and the Subsidiaries are held by means of them beneath legitimate, subsisting and enforceable rentals with which the Corporate
and the Subsidiaries are in compliance.

(o) Highbrow
Belongings. The Corporate and the Subsidiaries have, or have rights to make use of, all patents, patent packages, logos, trademark packages,
carrier marks, industry names, industry secrets and techniques, innovations, copyrights, licenses and different highbrow assets rights and equivalent rights
as important or required to be used in reference to their respective companies and which the failure to so have will have a Subject matter
Hostile Impact (jointly, the “Highbrow Belongings Rights”). None of, and neither the Corporate nor any Subsidiary
has won a understand (written or in a different way) that any of, the Highbrow Belongings Rights has expired, terminated or been deserted,
or is predicted to run out or terminate or be deserted, inside of two (2) years from the date of this Settlement. Neither the Corporate
nor any Subsidiary has won a written understand of a declare or in a different way has any wisdom that the Highbrow Belongings Rights violate
or infringe upon the rights of any Particular person, except for as may just now not have or relatively be anticipated not to have a Subject matter Hostile Impact. To
the data of the Corporate, all such Highbrow Belongings Rights are enforceable and there’s no present infringement by means of some other Particular person
of any of the Highbrow Belongings Rights. The Corporate and its Subsidiaries have taken cheap security features to give protection to the secrecy,
confidentiality and worth of all in their highbrow houses, except for the place failure to take action may just now not, personally or within the combination,
relatively be anticipated to have a Subject matter Hostile Impact.

(p) Insurance coverage.
The Corporate and the Subsidiaries are insured by means of insurers of identified monetary duty in opposition to such losses and dangers and in such
quantities as are prudent and common within the companies during which the Corporate and the Subsidiaries are engaged, together with, with out limitation,
administrators and officials insurance plans no less than equivalent to the preliminary Subscription Quantity. Neither the Corporate nor any Subsidiary has
any reason why to imagine that it won’t be able to resume its present insurance plans as and when such protection expires or to acquire
equivalent protection from equivalent insurers as is also important to proceed its trade with out a important build up in price.

(q) Transactions
With Associates and Workers. Except for as disclosed within the Registration Observation or except for as disclosed on Time table 3.1 (q), together with
beneath the heading therein entitled “Sure Relationships and Comparable Celebration Transactions,” or as set forth on Time table 3.1(i),
not one of the officials or administrators of the Corporate or any Subsidiary and, to the data of the Corporate, not one of the workers of the
Corporate or any Subsidiary is at this time a celebration to any transaction with the Corporate or any Subsidiary (rather then for products and services as workers,
officials and administrators), together with any contract, settlement or different association offering for the furnishing of products and services to or by means of, offering
for apartment of actual or private assets to or from, offering for the borrowing of cash from or lending of cash to or in a different way requiring
bills to or from any officer, director or such worker or, to the data of the Corporate, any entity during which any officer, director,
or this kind of worker has a considerable curiosity or is an officer, director, trustee, stockholder, member or spouse, in every case in extra
of $120,000 rather then for: (i) cost of wage or consulting charges for products and services rendered, (ii) repayment for bills
incurred on behalf of the Corporate, and (iii) different worker advantages, together with inventory possibility agreements beneath any inventory possibility plan
of the Corporate.

(r) Sarbanes-Oxley;
Inside Accounting Controls. The Corporate and the Subsidiaries are in compliance with any and all appropriate necessities of the Sarbanes-Oxley
Act of 2002 which might be efficient as of the date hereof, and any and all appropriate regulations and laws promulgated by means of the Fee
thereunder which might be efficient as of the date hereof and as of the Ultimate Date. Except for as disclosed within the SEC Reviews, the Corporate and
the Subsidiaries take care of a gadget of inner accounting controls enough to offer cheap assurance that: (i) transactions
are achieved in line with control’s common or particular authorizations, (ii) transactions are recorded as important
to allow preparation of economic statements in conformity with GAAP and to take care of asset responsibility, (iii) get admission to to property
is authorized best in line with control’s common or particular authorization, and (iv) the recorded responsibility for
property is when put next with the present property at cheap periods and suitable motion is fascinated with recognize to any variations. The
Corporate and the Subsidiaries have established disclosure controls and procedures (as outlined in Trade Act Laws 13a-15(e) and
15d-15(e)) for the Corporate and the Subsidiaries and designed such disclosure controls and procedures to make sure that knowledge required
to be disclosed by means of the Corporate within the experiences it information or submits beneath the Trade Act is recorded, processed, summarized and reported,
throughout the time classes specified within the Fee’s regulations and bureaucracy. The Corporate’s certifying officials have evaluated
the effectiveness of the disclosure controls and procedures of the Corporate and the Subsidiaries as of the top of the length lined by means of
probably the most not too long ago filed periodic file beneath the Trade Act (such date, the “Analysis Date”). The Corporate offered
in its maximum not too long ago filed periodic file beneath the Trade Act the conclusions of the certifying officials concerning the effectiveness of
the disclosure controls and procedures in keeping with their reviews as of the Analysis Date. Because the Analysis Date, there were
no adjustments within the inner keep an eye on over monetary reporting (as such time period is outlined within the Trade Act) of the Corporate and its Subsidiaries
that experience materially affected, or is relatively prone to materially have an effect on, the interior keep an eye on over monetary reporting of the Corporate
and its Subsidiaries.

(s) Sure
Charges. No brokerage or finder’s charges or commissions are or might be payable by means of the Corporate or any Subsidiary to any dealer, monetary
guide or advisor, finder, placement agent, funding banker, financial institution or different Particular person with recognize to the transactions pondered
by means of the Transaction Paperwork. The Lenders shall haven’t any legal responsibility with recognize to any charges or with recognize to any claims made by means of or on
behalf of different Individuals for charges of a kind pondered on this Segment that can be due in reference to the transactions pondered
by means of the Transaction Paperwork.

(t) Non-public
Placement. Assuming the accuracy of the Lenders’ representations and warranties set forth in Segment 3.2, no registration
beneath the Securities Act is needed for the be offering and sale of the Notes by means of the Corporate to the Lenders as pondered hereby. The issuance
and sale of the Notes hereunder does now not contravene the foundations and laws of the Buying and selling Marketplace.

(u) [Reserved]

(v) Funding
Corporate. The Corporate isn’t, and isn’t an Associate of, and straight away after receipt of cost for the Securities, may not be
or be an Associate of, an “funding corporate” throughout the that means of the Funding Corporate Act of 1940, as amended. The Corporate
shall behavior its trade in a fashion in order that it’ll now not grow to be an “funding corporate” topic to registration beneath the
Funding Corporate Act of 1940, as amended.

(w) Registration
Rights. Except for as disclosed within the Registration Observation, no Particular person has any proper to reason the Corporate to impact the registration
beneath the Securities Act of any securities of the Corporate or any Subsidiary.

(x) Record
and Repairs Necessities. The Commonplace Inventory is registered pursuant to Segment 12(b) or 12(g) of the Trade Act,
and the Corporate has taken no motion designed to, or which to its wisdom is prone to have the impact of, terminating the registration
of the Commonplace Inventory beneath the Trade Act nor has the Corporate won any notification that the Fee is considering terminating
such registration. Except for as is also disclosed within the SEC Reviews, the Corporate has now not, within the one year previous the date hereof, won
understand from any Buying and selling Marketplace on which the Commonplace Inventory is or has been indexed or quoted to the impact that the Corporate isn’t in compliance
with the checklist or upkeep necessities of such Buying and selling Marketplace. The Corporate is, and has no reason why to imagine that it’ll now not in
the foreseeable long term proceed to be, in compliance with all such checklist and upkeep necessities.

(y) Disclosure.
Except for with recognize to the fabric phrases and stipulations of the transactions pondered by means of the Transaction Paperwork, the Corporate confirms
that neither it nor some other Particular person performing on its behalf has supplied any of the Lenders or their brokers or recommend with any knowledge
that it believes constitutes or would possibly represent subject material, private knowledge. The Corporate understands and confirms that the Lenders
will depend at the foregoing illustration in effecting transactions in securities of the Corporate. The entire disclosure furnished by means of or
on behalf of the Corporate to the Lenders in regards to the Corporate and its Subsidiaries, their respective companies and the transactions pondered
hereby, together with the Disclosure Schedules to this Settlement, is correct and proper in all subject material respects and does now not include any unfaithful
observation of a subject material reality or disregard to state any subject material reality important with a purpose to make the statements made therein, in mild of the
cases beneath which they have been made, now not deceptive. The clicking releases disseminated by means of the Corporate all over the 365 days previous
the date of this Settlement taken as an entire don’t include any unfaithful observation of a subject material reality or disregard to state a subject material reality required
to be mentioned therein or important with a purpose to make the statements therein, in mild of the cases beneath which they have been made and
when made, now not deceptive. The Corporate recognizes and consents that no Lender makes or has made any representations or warranties with
recognize to the transactions pondered hereby rather then the ones particularly set forth in Segment 3.2 hereof.

(z) No
Built-in Providing. Assuming the accuracy of the Lenders’ representations and warranties set forth in Segment 3.2, neither
the Corporate, nor any of its Associates, nor any Particular person performing on its or their behalf has, without delay or not directly, made any provides or gross sales
of any safety or solicited any provides to shop for any safety, beneath cases that will reason this providing of the Securities to be
built-in with prior choices by means of the Corporate for functions of (i) the Securities Act which will require the registration of any
such securities beneath the Securities Act, or (ii) any appropriate shareholder approval provisions of any Buying and selling Marketplace on which any
of the securities of the Corporate are indexed or designated.

(aa) Tax
Standing. Except for for issues that will now not, personally or within the combination, have or relatively be anticipated to lead to a Subject matter
Hostile Impact, the Corporate and every of its Subsidiaries (i) has made or filed all United States federal, state and native source of revenue
and all international source of revenue and franchise tax returns, experiences and declarations required by means of any jurisdiction to which it’s topic as and
when due topic to any appropriate extensions, (ii) has paid all taxes and different governmental tests and costs which might be subject material
in quantity, whether or not or now not proven or decided to be due on such returns, experiences and declarations, and (iii) has put aside on its
books provision relatively good enough for the cost of all subject material taxes for classes next to the classes to which such returns,
experiences or declarations follow. There aren’t any unpaid taxes in any subject material quantity claimed to be due by means of the taxing authority of any jurisdiction,
and the officials of the Corporate or of any Subsidiary know of no foundation for this kind of declare.

(bb) [Reserved]

(cc) International
Corrupt Practices. Neither the Corporate nor any Subsidiary, nor any agent or different Particular person performing on behalf of the Corporate or any Subsidiary,
has: (i) without delay or not directly, used any finances for illegal contributions, items, leisure or different illegal bills comparable
to international or home political process, (ii) made any illegal cost to international or home executive officers or workers
or to any international or home political events or campaigns from company finances, (iii) did not expose absolutely any contribution
made by means of the Corporate or any Subsidiary (or made by means of any Particular person performing on its behalf of which the Corporate is mindful) which is in violation
of regulation, or (iv) violated in any subject material recognize any provision of FCPA.

(dd) Accountants.
To the data and trust of the Corporate, the Corporate’s accounting company, Grassi & Co., CPAs, P.C.: (i) is a registered
public accounting company as required by means of the Trade Act and (ii) shall specific its opinion with recognize to the monetary statements
to be integrated within the Corporate’s Annual Record on Shape 10-Ok for the 12 months ended December 31, 2022.

(ee) No
Disagreements with Accountants and Legal professionals. There aren’t any disagreements of any sort at this time present, or relatively expected by means of
the Corporate to rise up, between the Corporate and the accountants and legal professionals previously or at this time hired by means of the Corporate and the Corporate
is present with recognize to any charges owed to its accountants and legal professionals which might have an effect on the Corporate’s skill to accomplish any
of its tasks beneath any of the Transaction Paperwork.

(ff) Acknowledgment
Relating to Lenders’ Acquire of Notes. The Corporate recognizes and consents that every of the Lenders is performing only within the capability
of an arm’s period lender with recognize to the Transaction Paperwork and the transactions pondered thereby. The Corporate additional
recognizes that no Lender is performing as a monetary guide or fiduciary of the Corporate (or in any equivalent capability) with recognize to
the Transaction Paperwork and the transactions pondered thereby and any recommendation given by means of any Lender or any in their respective representatives
or brokers in reference to the Transaction Paperwork and the transactions pondered thereby is simply incidental to the Lenders’
making of the Loans. The Corporate additional represents to every Lender that the Corporate’s resolution to go into into this Settlement and
the opposite Transaction Paperwork has been primarily based only at the impartial analysis of the transactions pondered hereby by means of the Corporate
and its representatives.

(gg) [Reserved].

(hh) Inventory
Possibility Plans. Except for as set forth within the Registration Observation, the Corporate does now not lately have or take care of any inventory possibility
or different fairness incentive plan for its administrators, workers or specialists.

(ii) Legislation
M Compliance. The Corporate has now not, and no person performing on its behalf has, (i) taken, without delay or not directly, any motion designed
to reason or to outcome within the stabilization or manipulation of the cost of any safety of the Corporate to facilitate the Loans, (ii) bought,
bid for, bought, or paid any repayment for soliciting the Loans, or (iii) paid or agreed to pay to any Particular person any repayment
for soliciting some other to buy some other securities of the Corporate.

(jj) Administrative center
of International Belongings Keep watch over. Neither the Corporate nor any Subsidiary nor any director, officer, agent, worker or associate of the Corporate
or any Subsidiary is lately topic to any U.S. sanctions administered by means of the Administrative center of International Belongings Keep watch over of the U.S. Treasury
Division (“OFAC”).

(kk) U.S.
Actual Belongings Retaining Company. The Corporate isn’t and hasn’t ever been a U.S. actual assets protecting company throughout the that means
of Segment 897 of the Inside Earnings Code of 1986, as amended, and the Corporate shall so certify upon Lender’s request.

(ll) Financial institution
Retaining Corporate Act. Neither the Corporate nor any of its Subsidiaries or Associates is topic to the Financial institution Retaining Corporate Act of 1956,
as amended (the “BHCA”), and to law by means of the Board of Governors of the Federal Reserve Gadget (the “Federal
Reserve”). Neither the Corporate nor any of its Subsidiaries or Associates owns or controls, without delay or not directly, 5 p.c
(5%) or extra of the exceptional stocks of any elegance of balloting securities or twenty-five p.c (25%) or extra of the full fairness of a
financial institution or any entity this is topic to the BHCA and to law by means of the Federal Reserve. Neither the Corporate nor any of its Subsidiaries
or Associates workout routines a controlling affect over the control or insurance policies of a financial institution or any entity this is topic to the BHCA and
to law by means of the Federal Reserve.

(mm) Cash
Laundering. The operations of the Corporate and its Subsidiaries are and feature been performed all the time in compliance in all subject material
respects with appropriate monetary record-keeping and reporting necessities of the Foreign money and International Transactions Reporting Act of
1970, as amended, appropriate cash laundering statutes and appropriate regulations and laws thereunder (jointly, the “Cash
Laundering Rules”), and no motion, swimsuit or continuing by means of or prior to any court docket or governmental company, authority or frame or any
arbitrator involving the Corporate or any Subsidiary with recognize to the Cash Laundering Rules is pending or, to the data of the Corporate
or any Subsidiary, threatened.

3.2 Representations
and Warranties of the Lenders. Each and every Lender, for itself and for no different Lender, hereby represents and warrants as of the date hereof
and as of every Ultimate Date to the Corporate as follows (except as of a selected date therein):

(a) Group;
Authority. Such Lender is both a person or an entity duly included or shaped, validly present and in just right status beneath
the legal guidelines of the jurisdiction of its incorporation or formation with complete proper, company, partnership, restricted legal responsibility corporate or equivalent
energy and authority to go into into and to consummate the transactions pondered by means of the Transaction Paperwork and in a different way to hold
out its tasks hereunder and thereunder. The execution and supply of the Transaction Paperwork and function by means of such Lender of
the transactions pondered by means of the Transaction Paperwork were duly approved by means of all important company, partnership, restricted
legal responsibility corporate or equivalent motion, as appropriate, at the a part of such Lender. Each and every Transaction File to which this is a celebration has been
duly achieved by means of such Lender, and when delivered by means of such Lender in line with the phrases hereof, will represent the legitimate and legally
binding legal responsibility of such Lender, enforceable in opposition to it in line with its phrases, except for: (i) as restricted by means of common equitable
rules and appropriate chapter, insolvency, reorganization, moratorium and different legal guidelines of common utility affecting enforcement
of collectors’ rights in most cases, (ii) as restricted by means of legal guidelines in relation to the supply of particular functionality, injunctive reduction
or different equitable therapies and (iii) insofar as indemnification and contribution provisions is also restricted by means of appropriate regulation.

(b) Enjoy
of Such Lender. Such Lender, both on my own or at the side of its representatives, has such wisdom, sophistication and enjoy
in trade and fiscal issues to be able to be capable to comparing the deserves and dangers of creating its Mortgage, and has so evaluated the
deserves and dangers of such mortgage.

(c) Disclosure
of Knowledge. Such Lender recognizes that it has had a chance to invite questions and obtain solutions from the Corporate relating to
the phrases and stipulations of its Mortgage and the trade, houses, possibilities and fiscal situation of the Corporate and its Subsidiaries.
Any questions raised by means of Lender regarding the Corporate and its subsidiaries or the Securities were responded to the delight of
Lender. Such Lender’s resolution to make its Mortgage is primarily based only at the knowledge received all over the process such Lender’s
due diligence overview and at the reaction to such questions as Lender has raised regarding the Securities or the Corporate and its Subsidiaries.

(h) Illegal
Actions. (i) No a part of the finances utilized by such Lender to make its Mortgage pursuant to this Settlement has been, or will be, without delay
or not directly derived from, or associated with, any process that can contravene United States federal or state or non-United States legal guidelines or
laws, together with, with out limitation, legal guidelines and laws in relation to anti-money laundering, terrorist financing and different unlawful
actions; (ii) no capital dedication, contribution or cost to the Corporate by means of Lender and no distribution to Lender shall reason
the Corporate to be in violation of any appropriate anti-money laundering legal guidelines or laws, together with, with out limitation, the Uniting
and Strengthening The united states by means of Offering Suitable Gear Required to Intercept and Impede Terrorism (USA PATRIOT ACT) Act of 2001 and
the US Division of the Treasury Administrative center of International Belongings Keep watch over (“OFAC”) laws (the “Sanction Laws”);
and (iii) not one of the finances of such Lender were derived from any illegal process. With out proscribing the foregoing: (1) Lender
is in compliance with Govt Order 13224 (September 23, 2001), the foundations and laws of OFAC and any enabling law
or different govt orders in recognize thereof; (2) all the time, (I) not one of the finances or different property of such Lender constitutes
assets of, or are beneficially owned, without delay or not directly, by means of any Particular person, entity or executive topic to industry restrictions beneath
U.S. regulation (together with, with out limitation, the World Emergency Financial Powers Act, 50 U.S.C. §§ 1701 et seq., Buying and selling
with the Enemy Act, 50 U.S.C. App. 1 et seq., and any govt orders or laws promulgated thereunder) (this kind of Particular person, an “Embargoed
Particular person”); (II) no Embargoed Particular person has any curiosity of any nature in anyway in Lender; and (III) if appropriate to such
Lender, such Lender has carried out a company anti-money laundering plan this is relatively designed to make sure compliance with appropriate
international and U.S. anti-money laundering regulation; and (4) not one of the buyers, officials, administrators, managers, individuals or companions of
such Lender seem on any lists printed by means of OFAC with recognize to Individuals which were designated by means of govt order or by means of the Sanction
Laws as Individuals with whom U.S. Individuals would possibly not transact trade or should prohibit their interactions to sorts authorized by means of OFAC or
in a different way. Investor shall promptly notify the Corporate if any of those representations on this paragraph ceases to be true and correct
relating to Investor.

The Corporate recognizes and
consents that the representations contained on this Segment 3.2 shall now not regulate, amend or have an effect on such Lender’s proper to depend
at the Corporate’s representations and warranties contained on this Settlement or any representations and warranties contained in any
different Transaction File or some other file or software achieved and/or delivered in reference to this Settlement or the consummation
of the transaction pondered hereby.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Switch
Restrictions.

(a) The
Notes would possibly best be disposed of in compliance with state and federal securities legal guidelines. In reference to any switch of Notes rather then
pursuant to an efficient registration observation or Rule 144, to the Corporate or to an Associate of a Lender or in reference to
a pledge as pondered in Segment 4.1(b), the Corporate would possibly require the transferor thereof to offer to the Corporate an opinion of
recommend decided on by means of the transferor and relatively appropriate to the Corporate, the shape and substance of which opinion will be relatively
enough to the Corporate, to the impact that such switch does now not require registration of such transferred Notes beneath the Securities
Act. As a situation of switch, this kind of transferee shall agree in writing to be sure by means of the phrases of this Settlement and shall have
the rights and tasks of a Lender beneath this Settlement. For functions of readability, noting on this Settlement or some other settlement
between the events calls for the registration of the Notes beneath the Securities Act.

(b) The
Corporate recognizes and consents {that a} Lender would possibly every so often pledge pursuant to a bona fide margin settlement with a registered
broker-dealer or grant a safety curiosity in some or all the Notes to a monetary establishment this is an “accepted investor”
as outlined in Rule 501(a) beneath the Securities Act and who consents to be sure by means of the provisions of the Transaction Agreements
and, if required beneath the phrases of such association, such Lender would possibly switch pledged or secured Notes to the pledgees or secured events.
The sort of pledge or switch would now not be topic to approval of the Corporate and no prison opinion of prison recommend of the pledgee, secured
celebration or pledgor will be required in connection therewith. Additional, no understand will be required of such pledge. On the suitable Lender’s
expense, the Corporate will execute and ship such cheap documentation as a pledgee or secured celebration of Securities would possibly relatively
request in reference to a pledge or switch of the Notes, together with, if the Notes are registered beneath a registration observation, the
preparation and submitting of any required prospectus complement beneath Rule 424(b)(3) beneath the Securities Act or different appropriate
provision of the Securities Act to correctly amend the record of marketing stockholders thereunder.

4.2 [Reserved]

4.3 Furnishing
of Knowledge. The Corporate consents to well timed record (or download extensions in recognize thereof and record throughout the appropriate grace length)
after the date hereof all experiences required to be filed by means of the Corporate at the date hereof pursuant to the Trade Act even though the Corporate
isn’t then topic to the reporting necessities of the Trade Act.

4.4 [Reserved]

4.5 [Reserved]

4.6 Securities
Rules Disclosure; Exposure. The Corporate shall record a Present Record on Shape 8-Ok, together with the Transaction Paperwork as shows
thereto, with the Fee throughout the time required by means of the Trade Act. From and after the submitting of the Present Record on Shape 8-Ok,
the Corporate represents to the Lender that it shall have publicly disclosed all subject material, private knowledge dropped at any of the
Lenders by means of the Corporate or any of its Subsidiaries, or any in their respective officials, administrators, workers or brokers in reference to
the transactions pondered by means of the Transaction Paperwork. The Corporate and every Lender shall seek advice from every different in issuing any press
releases with recognize to the transactions pondered hereby, and neither the Corporate nor any Lender shall factor this kind of press liberate
nor in a different way make this kind of public observation with out the prior consent of the Corporate, with recognize to any press liberate of any Lender,
or with out the prior consent of every Lender, with recognize to any press liberate of the Corporate, which consent shall now not unreasonably be
withheld or not on time, except for if such disclosure is needed by means of regulation, during which case the revealing celebration shall promptly give you the different
celebration with prior understand of such public observation or communique. The Corporate shall now not, and shall reason every of its Subsidiaries and
its and every in their respective officials, administrators, workers, associates and brokers, to not, supply any Lender with any subject material,
nonpublic knowledge in regards to the Corporate or any of its Subsidiaries from and after the date hereof with out the specific prior written
consent of such Lender. If a Lender has, or believes it has, won this kind of subject material, nonpublic knowledge in regards to the Corporate or
any of its Subsidiaries from the Corporate, any of its Subsidiaries or any in their respective officials, administrators, workers, associates
or brokers, it is going to give you the Corporate with written understand thereof. The Corporate shall, inside of one (1) Buying and selling Day of receipt of such
understand, make public disclosure of such subject material, nonpublic knowledge. Within the match of a breach of the foregoing covenant by means of the Corporate,
any of its Subsidiaries, or any of its or their respective officials, administrators, workers, associates and brokers, along with some other
treatment supplied herein or within the Transaction Paperwork, a Lender shall have the suitable to make a public disclosure, within the type of a press
liberate, public commercial or in a different way, of such subject material, nonpublic knowledge with out the prior approval by means of the Corporate, its Subsidiaries,
or any of its or their respective officials, administrators, workers, associates or brokers. No Lender shall have any legal responsibility to the Corporate,
its Subsidiaries, or any of its or their respective officials, administrators, workers, associates, stockholders or brokers for this kind of disclosure.
To the level that the Corporate delivers any subject material, nonpublic knowledge to a Lender with out such Lender’s consent, the Corporate
hereby covenants and consents that such Lender shall now not have any responsibility of confidentiality to the Corporate, any of its Subsidiaries or any
in their respective officials, administrators, workers, associates or agent with recognize to, or an obligation to the Corporate, any of its Subsidiaries
or any in their respective officials, administrators, workers, associates or agent to not industry at the foundation of, such subject material, nonpublic
knowledge. However the foregoing, the Corporate shall now not publicly expose the identify of any Lender, or come with the identify of any
Lender in any submitting with the Fee or any regulatory company or Buying and selling Marketplace, with out the prior written consent of such Lender,
except for: (a) as required by means of federal securities regulation in reference to the submitting of ultimate Transaction Paperwork with the Fee
and (b) to the level such disclosure is needed by means of regulation or Buying and selling Marketplace laws, during which case the Corporate shall give you the
Lenders with prior understand of such disclosure accredited beneath this clause (b).

4.7 Shareholder
Rights Plan. No declare might be made or enforced by means of the Corporate or, with the consent of the Corporate, some other Particular person, that any Lender
is an “Obtaining Particular person” beneath any keep an eye on percentage acquisition, trade mixture, poison tablet (together with any distribution
beneath a rights settlement) or equivalent anti-takeover plan or association in impact or hereafter followed by means of the Corporate, or that any Lender
may well be deemed to cause the provisions of this kind of plan or association, by means of distinctive feature of receiving Notes beneath the Transaction Paperwork
or beneath some other settlement between the Corporate and the Lenders.

4.8 [Reserved]

4.9 Use
of Proceeds. The Corporate shall use the proceeds from this providing as money collateral for letters of credit score delivered as safety
deposits in reference to the leasing of resort houses and for common company and dealing capital functions.

4.10 Indemnification
of Lenders. Topic to the provisions of this Segment 4.10, the Corporate will indemnify and grasp every Lender and its administrators,
officials, shareholders, individuals, companions, workers and brokers (and some other Individuals with a functionally similar function of a Particular person
protecting such titles however a loss of such identify or some other identify), every One who controls such Lender (throughout the that means
of Segment 15 of the Securities Act and Segment 20 of the Trade Act), and the administrators, officials, shareholders, brokers,
individuals, companions or workers (and some other Individuals with a functionally similar function of a Particular person protecting such titles however
a loss of such identify or some other identify) of such controlling individuals (every, a “Lender Celebration”) risk free from any and
all losses, liabilities, tasks, claims, contingencies, damages, prices and bills, together with all judgments, quantities paid in settlements,
court docket prices and cheap lawyers’ charges and prices of investigation that this kind of Lender Celebration would possibly undergo or incur consequently
of or in relation to (a) any breach of any of the representations, warranties, covenants or agreements made by means of the Corporate on this Settlement
or within the different Transaction Paperwork or (b) any motion instituted in opposition to the Lender Events in any capability, or any of them or
their respective Associates, by means of any stockholder of the Corporate who isn’t an Associate of such Lender Celebration, with recognize to any of the
transactions pondered by means of the Transaction Paperwork (except such motion is primarily based upon a breach of such Lender Celebration’s representations,
warranties or covenants beneath the Transaction Paperwork or any agreements or understandings such Lender Celebration will have with this kind of stockholder
or any violations by means of such Lender Celebration of state or federal securities legal guidelines or any behavior by means of such Lender Celebration which constitutes fraud,
gross negligence, willful misconduct or malfeasance). If any motion will be introduced in opposition to any Lender Celebration in recognize of which indemnity
is also sought pursuant to this Settlement, such Lender Celebration shall promptly notify the Corporate in writing, and the Corporate shall have the
proper to suppose the protection thereof with recommend of its personal opting for relatively appropriate to the Lender Celebration. Any Lender Celebration shall
have the suitable to make use of separate recommend in this kind of motion and take part within the protection thereof, however the charges and bills of such
recommend will be on the expense of such Lender Celebration except for to the level that (i) the employment thereof has been particularly approved
by means of the Corporate in writing, (ii) the Corporate has failed after an inexpensive time frame to suppose such protection and to make use of recommend
or (iii) in such motion there may be, within the cheap opinion of recommend, a subject material battle on any subject material factor between the location
of the Corporate and the location of such Lender Celebration, during which case the Corporate will be chargeable for the cheap charges and bills
of no a couple of such separate recommend. The Corporate may not be prone to any Lender Celebration beneath this Settlement (y) for any agreement
by means of a Lender Celebration effected with out the Corporate’s prior written consent, which shall now not be unreasonably withheld or not on time; or
(z) to the level, however best to the level, {that a} loss, declare, harm or legal responsibility is due to any Lender Celebration’s breach
of any of the representations, warranties, covenants or agreements made by means of such Lender Celebration on this Settlement or within the different Transaction
Paperwork. The indemnification required by means of this Segment 4.10 will be made by means of periodic bills of the volume thereof all over the
process the investigation or protection, as and when expenses are won or are incurred. The indemnity agreements contained herein shall
be along with any reason for motion or equivalent proper of any Lender Celebration in opposition to the Corporate or others and any liabilities the Corporate
is also topic to pursuant to regulation.

4.11 [Reserved]

4.12 Sale
or Switch of Belongings. As long as the Notes stay exceptional, neither the Corporate, nor any Subsidiary of the Corporate, shall, with out
every Lender’s written consent, promote, hire or in a different way cast off or switch any good portion of its property out of doors the
odd direction of commercial; supplied, then again, that for functions of readability, it’s understood that the Corporate enters, trades, modifies
and terminates early actual assets rentals every so often as a part of its operations within the odd direction of commercial. Any consent
to the disposition of any property is also conditioned on a specified use of the proceeds of disposition. As well as, as long as the Notes
stay exceptional, neither the Corporate nor any Subsidiary shall promote or switch or in a different way cast off any property to any Subsidiary
that’s not a guarantor beneath, and a celebration to, the Safety Settlement.

4.13 Equivalent
Remedy of Lenders. No attention (together with any amendment of any Transaction File) will be presented or paid to any Particular person
to amend or consent to a waiver or amendment of any provision of this Settlement except the similar attention may be presented to all
of the events to this Settlement. For explanation functions, this provision constitutes a separate proper granted to every Lender by means of the
Corporate and negotiated one by one by means of every Lender, and is meant for the Corporate to regard the Lenders as a category and shall now not in any
approach be construed because the Lenders performing in live performance or as a gaggle with recognize to the acquisition, disposition or balloting of Notes or in a different way.

4.14 Sure
Transactions and Confidentiality. Each and every Lender, severally and now not collectively with the opposite Lenders, covenants that till such time as
the transactions pondered by means of this Settlement are publicly disclosed by means of the Corporate, such Lender will take care of the confidentiality of
the lifestyles and phrases of this transaction and the ideas integrated within the Transaction Paperwork and the Disclosure Schedules. However
the foregoing, and however anything else contained on this Settlement on the contrary, the Corporate expressly recognizes and consents
that (i) no Lender makes any illustration, guaranty or covenant hereby that it’ll now not interact in effecting transactions in any
securities of the Corporate after the time that the transactions pondered by means of this Settlement are first publicly introduced by means of the Corporate
in a press liberate as described in Segment 4.6, (ii) no Lender will be limited or prohibited from effecting any transactions
in any securities of the Corporate in line with appropriate securities legal guidelines, and (iii) no Lender shall have any responsibility of confidentiality
to the Corporate or its Subsidiaries. However the foregoing, on the subject of a Lender that may be a multi-managed funding automobile
wherein separate portfolio managers arrange separate parts of such Lender’s property and the portfolio managers haven’t any direct wisdom
of the funding selections made by means of the portfolio managers managing different parts of such Lender’s property, the covenant set forth
above shall best follow with recognize to the portion of property controlled by means of the portfolio supervisor that made the verdict to make the Loans
lined by means of this Settlement.

4.15 Shape D;
Blue Sky Filings. The Corporate consents to well timed record a Shape D with recognize to the Notes as required beneath Legislation D and to
supply a replica thereof, promptly upon request of any Lender. The Corporate shall take such motion because the Corporate shall relatively resolve
is important with a purpose to download an exemption for, or to qualify the Notes for, sale to the Lenders beneath appropriate securities or “Blue
Sky” legal guidelines of the states of the US, and shall supply proof of such movements promptly upon request of any Lender.

4.16 [Reserved]

4.17 Liens.
As long as any of the Notes stay exceptional, the Corporate shall now not, with out the prior written consent of every Lender, incur, create,
suppose or undergo to exist any Lien on any of its assets or property, whether or not now owned or hereinafter got, except for for (a) Liens
for taxes now not but due or which can be being contested in just right religion by means of suitable court cases; (b) non-consensual Liens coming up by means of
operation of regulation, coming up within the odd direction of commercial, and for quantities which aren’t late for a length of greater than 30 days
or which might be being contested in just right religion by means of suitable court cases; (c) Liens on assets securing indebtedness incurred by means of the
Corporate or any of its Subsidiaries to offer finances for all or a portion of the price of obtaining, leasing, establishing, changing, increasing,
bettering or repairing such assets; (d) Liens securing acquire cash Indebtedness incurred in reference to the purchase
of capital property by means of the Corporate or any Subsidiary within the odd direction of commercial; (e) Liens securing the Current Notes; or
(f) Liens indexed on Time table 4.17 of the Disclosure Schedules.

4.18 Different
Indebtedness. Except for with recognize to the Current Notes or as set forth on Time table 4.18, as long as any of the Notes stay exceptional,
the Corporate shall now not (without delay or not directly thru any Subsidiary or associate) incur or undergo to exist or ensure any Indebtedness
this is senior to or pari passu with (in precedence of cost and function) the Corporate’s tasks hereunder or
beneath the Notes, or that matures previous to the adulthood date of the Notes. As used herein, the time period “Indebtedness” method
(a) all indebtedness of the Corporate for borrowed cash or for the deferred acquire worth of assets or products and services, together with any
form of letters of credit score, however now not together with deferred acquire worth tasks in position as of the Ultimate Date or tasks to industry
collectors incurred within the odd direction of commercial, (b) all tasks of the Borrower evidenced by means of notes, bonds, debentures
or different equivalent tools, (c) acquire cash indebtedness hereafter incurred by means of the Corporate to finance the acquisition of fastened
or capital property, together with all capital hire tasks of the Corporate which don’t exceed the acquisition worth of the property funded,
(d) all ensure tasks of the Corporate in recognize of tasks of the type referred to in clauses (a) thru (c) above
that the Corporate would now not be accredited to incur or input into, and (e) all tasks of the type referred to in clauses (a) thru
(d) above that the Corporate isn’t accredited to incur or input into which might be secured and/or unsecured by means of (or for which the holder
of such legal responsibility has an present proper, contingent or in a different way, to be secured and/or unsecured by means of) any Lien on assets (together with
accounts and contract rights) owned by means of the Corporate, whether or not or now not the Corporate has assumed or grow to be accountable for the cost of such legal responsibility.

4.19 Distributions
on Capital Inventory. As long as any of the Notes stay exceptional, the Corporate shall now not with out every Lender’s written consent,
(a) pay, claim or set aside for such cost, any dividend or different distribution (whether or not in money, assets or different securities)
on stocks of capital inventory rather then dividends on stocks of Commonplace Inventory only within the type of further stocks of Commonplace Inventory or (b) without delay
or not directly or thru any Subsidiary make some other cost or distribution in recognize of its capital inventory.

4.20 Restriction
on Inventory Repurchases and Debt Repayments. As long as any of the Notes stay exceptional, the Corporate shall now not, with out every Lender’s
prior written consent, (a) redeem, repurchase or in a different way gain (whether or not for money or in alternate for assets or different securities
or in a different way) in anyone transaction or sequence of comparable transactions any stocks of capital inventory of the Corporate or any warrants, rights
or choices to buy or gain this kind of stocks, or (b) pay off any pari passu or subordinated indebtedness of the
Corporate or pay off any indebtedness to the Corporate’s officials, administrators or different Associates, except for for the reimbursement of the Current
Notes. However the foregoing, the Corporate will be accredited to impact the next with out the consent of the Lenders: (i) dividends
or different distributions payable at the Commonplace Inventory only within the type of further stocks of Commonplace Inventory and (ii) repurchases of
inventory from former workers, officials, administrators, specialists or different individuals who carried out products and services for the Corporate or any subsidiary
in reference to the cessation of such employment or carrier at no more than the unique acquire worth thereof.

4.21 Advances
and Loans; Associate Transactions. As long as any of the Notes stay exceptional, the Corporate shall now not, with out every Lender’s
written consent, lend cash, give credit score, or make advances to anyone, company, three way partnership or company, together with, with out limitation,
officials, administrators, workers, subsidiaries and associates of the Corporate, except for loans, credit or advances (a) in lifestyles or
dedicated at the Ultimate Date and which the Corporate has knowledgeable every Lender in writing previous to the Ultimate Date, (b) in regard
to transactions with unaffiliated 1/3 events, made within the odd direction of commercial, or (c) in regard to transactions with unaffiliated
1/3 events, now not in way over $50,000. As long as any of the Notes stay exceptional, the Corporate shall now not, with out every Lender’s
written consent, input into any transaction with Associates, except for transactions with associates made within the odd direction of commercial;
supplied, then again, that not anything on this Segment 4.21 shall limit the Corporate from getting into into any transaction with an Associate
for the aim of the Associate creating a mortgage or advance to the Corporate.

4.22 Proceeds
of Different Fairness or Debt Issuances or Asset Gross sales.

(a) The
Corporate consents to offer to the Lenders no less than 3 (3) Trade Days’ prior written understand of any proposed (i) gross sales
of debt or fairness securities, and (ii) gross sales of property out of doors the odd direction of commercial (every, a “Investment Transaction”)
and, upon the written request of a number of Lenders dropped at the Corporate no later than 3 (3) Trade Days following receipt
of this kind of understand, to pay off the essential quantity of the Notes held by means of such Lender(s), on a professional rata foundation if Lenders have asked the
reimbursement of an combination essential quantity of Notes this is greater than the web proceeds of such Investment Transaction, at a reimbursement worth
equivalent to 1 hundred fifteen p.c (115%) of the essential quantity to be repaid, at the side of all collected and unpaid curiosity on such
essential quantity, inside of 3 (3) Trade Days of the final of such Investment Transaction, from the web proceeds of the Investment
Transaction, previous to making use of the web proceeds of the Investment Transaction for some other functions.

(b) However
anything else on the contrary contained herein on this Segment 4.22, not anything on this Segment 4.22 shall prohibit the facility of the
Corporate to prepay the Notes or Current Notes at any time in line with the phrases thereof.

4.23 Further
Securities Issuances. As long as any of the Notes stay exceptional, with out the prior written
consent of the Lenders, the Corporate shall now not factor any indebtedness for cash borrowed that has a variable conversion charge or input into
any transaction for service provider money advances.

4.24 Participation
in Long term Financing.

(a) From
the date hereof till the date that’s the later of (i) the date on which no Notes are exceptional and (ii) the 18-month anniversary
of the Ultimate Date, upon any issuance by means of the Corporate or any of its Subsidiaries of Commonplace Inventory, Commonplace Inventory Equivalents for money attention,
indebtedness or a mix of devices thereof (a “Next Financing”), every Lender shall have the suitable to take part
in such Next Financing in an quantity as much as an quantity equivalent to such Lender’s Mortgage Quantity, or if the volume of the Next
Financing is lower than the mixture Mortgage Quantities of all the Lenders, such Lender’s Professional Rata Portion (such quantity, the “Participation
Most”), at the similar phrases, prerequisites and value supplied for within the Next Financing. For functions of readability, this provision
would now not be prompted by means of any workout or conversion of securities owned by means of a Lender or in reference to any possibility or different award granted
beneath the Corporate’s inventory possibility plans authorized by means of its board of administrators.

(b) At
least 3 (3) Buying and selling Days previous to the final of the Next Financing, the Corporate shall ship to every Lender a written
understand of its purpose to impact a Next Financing (“Pre-Understand”), which Pre-Understand shall ask such Lender if
it needs to check the main points of such financing (such further understand, a “Next Financing Understand”). Upon the
request of a Lender, and best upon a request by means of such Lender, for a Next Financing Understand, the Corporate shall promptly, however no later
than one (1) Buying and selling Day after such request, ship a Next Financing Understand to such Lender. The Next Financing Understand
shall describe in cheap element the proposed phrases of such Next Financing, the volume of proceeds meant to be raised thereunder
and the Particular person or Individuals thru or with whom such Next Financing is proposed to be effected and shall come with a time period sheet or
equivalent file pertaining to thereto as an attachment.

(c) Any
Lender needing to take part in such Next Financing should supply written understand to the Corporate by means of now not later than 5:30 p.m. (New
York Town time) on the second one (2^nd) Buying and selling Day finally of the Lenders have won the Pre-Understand that such Lender is keen
to take part within the Next Financing, the volume of such Lender’s participation, and representing and warranting that such
Lender has such finances able, keen, and to be had for funding at the phrases set forth within the Next Financing Understand. If the Corporate
receives no such understand from a Lender as of such 2nd (2^nd) Buying and selling Day, such Lender will be deemed to have notified the
Corporate that it does now not elect to take part.

(d) If
by means of 5:30 p.m. (New York Town time) on the second one (2^nd) Buying and selling Day finally of the Lenders have won the Pre-Understand,
notifications by means of the Lenders in their willingness to take part within the Next Financing (or to reason their designees to take part)
is, within the combination, lower than the full quantity of the Next Financing, then the Corporate would possibly consummate the remainder portion of
such Next Financing at the phrases and with the Individuals set forth within the Next Financing Understand.

(e) If
by means of 5:30 p.m. (New York Town time) on the second one (2^nd) Buying and selling Day finally of the Lenders have won the Pre-Understand,
the Corporate receives responses to a Next Financing Understand from Lenders in the hunt for to buy greater than the mixture quantity of the
Participation Most, every such Lender shall have the suitable to buy its Professional Rata Portion (as outlined underneath) of the Participation
Most. “Professional Rata Portion” method the ratio of (x) the Subscription Quantity of Securities bought by means of a Lender
taking part beneath this Segment 4.24 and (y) the sum of the mixture Subscription Quantities of Securities bought by means of all Lenders
taking part beneath this Segment 4.24.

(f) The
Corporate should give you the Lenders with a 2nd Next Financing Understand, and the Lenders will once more have the suitable of participation
set forth above on this Segment 4.24, if the Next Financing topic to the preliminary Next Financing Understand isn’t consummated
for any reason why at the phrases set forth in such Next Financing Understand inside of thirty (30) Buying and selling Days after the date of the preliminary
Next Financing Understand.

(g) The
Corporate and every Lender agree that if any Lender elects to take part within the Next Financing, the transaction paperwork comparable
to the Next Financing shall now not come with any time period or provision wherein such Lender will be required to comply with any restrictions
on buying and selling as to any of the Securities bought hereunder or be required to consent to any modification to or termination of, or grant any
waiver, liberate or the like beneath or in reference to, this Settlement, with out the prior written consent of such Lender.

(h) However
anything else on the contrary on this Segment 4.24 and except in a different way agreed to by means of such Lender, the Corporate shall both verify in
writing to such Lender that the transaction with recognize to the Next Financing has been deserted or shall publicly expose its
purpose to factor the securities within the Next Financing, in both case in this kind of means such that such Lender may not be in ownership
of any subject material, private knowledge, by means of the 10th (tenth) Trade Day following supply of the Next Financing Understand. If by means of
such 10th (tenth) Trade Day, no public disclosure relating to a transaction with recognize to the Next Financing has been made, and
no understand in regards to the abandonment of such transaction has been won by means of such Lender, such transaction will be deemed to were
deserted and such Lender shall now not be deemed to be in ownership of any subject material, private knowledge with recognize to the Corporate
or any of its Subsidiaries.

(i) However
the foregoing, this Segment 4.24 shall now not follow in recognize of an Exempt Issuance.

4.25 Proper
of First Refusal. If from the date hereof till the date that’s the later of (i) the date on which no Notes are exceptional
and (ii) the 18-month anniversary of the Ultimate Date, the Corporate or any Subsidiary has a bona fide be offering of capital or financing
from any 1/3 celebration that the Corporate or Subsidiary intends to behave upon, then the Corporate should first be offering such alternative to the Lenders
to offer such capital or financing to the Corporate or Subsidiary at the similar phrases as every respective 1/3 celebration’s phrases. Must
the Lenders be unwilling or not able to offer such capital or financing to the Corporate inside of ten (10) Buying and selling Days from the Lenders’
receipt of written understand of the be offering (the “Be offering Understand”) from the Corporate, then the Corporate or Subsidiary would possibly download
such capital or financing from that respective 1/3 celebration upon the very same phrases and stipulations presented by means of the Corporate to the Lender,
which transaction should be finished inside of sixty (60) days after the date of the Be offering Understand. If the Corporate does now not obtain the capital
or financing from the respective 1/3 celebration inside of sixty (60) days after the date of the respective Be offering Understand, then the Corporate
should once more be offering the capital or financing alternative to the Lenders as described above, and the method detailed above will be repeated.

ARTICLE V.

REVENUE SHARE

5.1 Fee
of Resort Earnings Proportion.

(a) In
addition to the Notes which might be issuable to the Lenders pursuant to Segment 2.1 in reference to every Ultimate of the Loans,
efficient at every such Ultimate, every Lender will be deemed to were issued a credit score by means of the Corporate within the quantity of the Mortgage Quantity
of such Lender for such Ultimate (the “Preliminary Credit score Quantity”), which will also be carried out by means of such Lender, in complete or in
phase, to acquire from the Corporate a Earnings Proportion (as outlined underneath) with recognize to any resort houses which might be leased or subleased
by means of the Corporate or an Associate of the Corporate after the date hereof in an quantity equivalent to the Credit score Proportion (as outlined underneath) of
the Acceptable Proportion (as outlined underneath) that will be payable to the Lenders pursuant to Segment 5.1(b) if such
resort assets used to be a Belongings that were financed by means of the Lenders pursuant to this Settlement. At every further Ultimate of a Mortgage pursuant
to Segment 2.1, along with the Notes which might be issuable to the Lenders pursuant to Segment 2.1 in connection
with such Ultimate, efficient at such Ultimate, every Lender in such Ultimate will be deemed to were issued a credit score by means of the Corporate
in an quantity equivalent to the Mortgage Quantity of such Lender at such Ultimate (the “Acceptable Credit score Quantity”), which will also be
carried out by means of such Lender, in complete or partially, to acquire from the Corporate a Earnings Proportion (as outlined underneath) with recognize to any resort houses
which might be leased or subleased by means of the Corporate or an Associate of the Corporate after the date hereof. Each and every complete buck of the Preliminary Credit score
Quantity or the Acceptable Credit score Quantities issued to a Lender is hereinafter known as a “Credit score”). The Corporate shall
ahead to every Lender with Credit an entire replica of the hire or sublease entered into by means of the Corporate or an Associate of the Corporate
after the date hereof inside of 5 (5) Trade Days of the date such hire or sublease is achieved and delivered by means of the events thereto.
Each and every Lender would possibly elect to use all or a portion of the Credit then held by means of such Lender to buy the appropriate Credit score Proportion of
the Earnings Proportion with recognize to this kind of resort assets by means of written understand to the Corporate inside of ten (10) Trade Days of the date
on which the Lenders are furnished a replica of the hire or sublease for such resort assets. If any Lenders elect to use Credit with
recognize to this kind of resort assets, such resort assets will be deemed to be a Belongings for all functions of this Settlement. For functions
of this Segment 5.1, the time period “Credit score Proportion” method, with recognize to this kind of Lender and the appropriate
Belongings, a fragment, the numerator of which is buck quantity of Credit carried out by means of such Lender with recognize to such Belongings and the
denominator is the volume of the letter of credit score that used to be posted by means of the Corporate or an Associate of the Corporate as a safety deposit
for the apartment bills beneath the appropriate hire or sublease of such Belongings.

(b) With
recognize every calendar quarter all over the Unique Hire Time period (as outlined underneath) of a Belongings (every, a “Earnings Proportion Length”),
starting up with the primary complete calendar quarter following the date on which the Corporate or an Associate of the Corporate in the beginning enters
right into a hire or sublease for such Belongings, the Corporate shall, with recognize to every Belongings leased or subleased by means of the Corporate or an
Associate of the Corporate all over such Earnings Proportion Length, pay to every Lender such Lender’s Credit score Proportion of
the Acceptable Proportion (as outlined underneath) of the Quarterly Web Condo Revenues (as outlined underneath) won by means of the Corporate or any Associate
thereof with recognize to such Belongings all over such Earnings Proportion Length. Inside ten (10) days of the date of the submitting by means of the Corporate
of its Annual Record on Shape 10-Ok or Quarterly Record on Shape 10-Q for every Earnings Proportion Length, the Corporate shall ship
to every Lender an officer’s certificates qualified by means of the Leader Monetary Officer of the Corporate (a “Earnings Proportion
Certificates”) that units forth with recognize to every Belongings (i) the Quarterly Web Condo Revenues won by means of the Corporate
and every Associate of the Corporate in recognize of such Belongings all over the straight away previous Earnings Proportion Length, (ii) the volume
that is the same as the Acceptable Proportion of the Quarterly Web Condo Revenues in recognize of such Belongings (such quantity, the “Earnings
Proportion”) for such straight away previous Earnings Proportion Length, and (iii) every Lender’s Credit score Proportion of such Earnings
Proportion (the “Fee Quantity”), which certificates shall set forth, with recognize to every Belongings in recognize of which
the Corporate or an Associate of the Corporate won revenues, the root for the Corporate’s calculation of such Quarterly Web Condo
Revenues, such Earnings Proportion and the Fee Quantity and which certificates shall have annexed thereto copies of the financial institution statements overlaying
such straight away previous Earnings Proportion Length for every account of the Corporate or an Associate of the Corporate into which any revenues
generated by means of a Belongings all over such Earnings Proportion Length have been deposited all over such Earnings Proportion Length. The Corporate shall pay to every
Lender such Lender’s Fee Quantity for a Earnings Proportion Length for every Belongings inside of two (2) Trade Days of the date of
supply to such Lender of the appropriate Earnings Proportion Certificates for such Earnings Proportion Length by means of twine switch of straight away to be had
finances to such account as such Lender shall have directed in writing; supplied, then again, that no Fee Quantity will be
due and payable by means of the Corporate previous to April 1, 2023, on which date the Corporate shall pay to the Lenders all unpaid Fee Quantities
that will in a different way were payable to the Lenders previous to April 1, 2023. If the Corporate fails to pay any Fee Quantity inside of
5 (5) Trade Days of the date due hereunder, such Fee Quantity will be greater to an quantity equivalent to 130% of such Fee
Quantity and such greater Fee Quantity shall accrue curiosity day-to-day from the date due till the date paid at a charge equivalent to two.0% consistent with
month (24% consistent with annum) calculated at the foundation of a 360-day 12 months consisting of twelve 30-day classes. For functions of this Segment 5.1,
the time period “Acceptable Proportion” shall imply, with recognize to every Belongings, for every of the primary twenty (20) Earnings
Proportion Classes for such Belongings, ten p.c (10%), and for every different Earnings Proportion Length all over the Unique Hire Time period, 3 p.c
(3%); the time period “Unique Hire Time period” shall imply, with recognize to a Belongings, the time period of the unique hire of the
Corporate or an Associate of the Corporate in relation to such Belongings, together with all extensions thereof; and the time period “Quarterly Web
Condo Revenues” shall imply, with recognize to a Belongings and a Earnings Proportion Length, the gross apartment revenues won by means of the
Corporate and its Associates all over such Earnings Proportion Length from the hire of lodging devices at such Belongings, as decided according
with GAAP, internet of any hire refunds all over such Earnings Proportion Length as so decided.

(c) If
the hire or sublease of the Corporate or any Associate of the Corporate with recognize to any Belongings is terminated previous to the top of the
Unique Hire Time period of such Belongings, or any Belongings is completely closed for trade previous to the top of the Unique Hire Time period of
such Belongings, the Corporate shall, inside of thirty (30) days of such termination or closure, designate some other resort assets of equivalent
dimension and placement this is relatively appropriate to the Lenders entitled to a Earnings Proportion for such Belongings to be designated as a Belongings
for functions of this Settlement (every, a “Alternative Belongings”), and the provisions of Segment 5.1(b) above
and 5.1(c) underneath shall follow to such Alternative Belongings till the top of the Unique Hire Time period of the Belongings being changed.

(d) The
tasks of the Corporate to pay the Fee Quantities and curiosity, if any, thereon pursuant to Segment 5.1(b) will be secured
by means of the Safety Settlement as set forth therein.

(e) The
Corporate shall reason all rentals or subleases with recognize to a Belongings or Alternative Belongings to be within the identify of CorpHousing RSL LLC,
a Delaware restricted legal responsibility corporate and a wholly-owned subsidiary of the Corporate (“Leaseco”), and shall reason all
revenues won with recognize to every Belongings or Alternative Belongings to be deposited in a deposit account maintained within the identify of
Leaseco. The Corporate shall reason Leaseco to take care of possession of every hire or sublease of a Belongings or Alternative Belongings and shall
take all required motion to make sure that Leaseco does now not promote, assign or in a different way switch this kind of hire or sublease with out the prior
written consent of every Lender. Leaseco shall haven’t any business operations different
than to carry and perform the rentals and comparable operations for every Belongings or Alternative Belongings and
to obtain apartment bills and different revenues in relation to every Belongings and Alternative Belongings.

ARTICLE VI.

MISCELLANEOUS

6.1 Termination.
This Settlement is also terminated by means of any Lender, as to such Lender’s tasks hereunder best and with none impact in anyway
at the tasks between the Corporate and the opposite Lenders, by means of written understand to the opposite events, if the preliminary Ultimate has now not been
consummated on or prior to November 30, 2022; supplied, then again, that such termination won’t have an effect on the suitable of any
celebration to sue for any breach by means of some other celebration (or events).

6.2 Charges
and Bills. Except for as expressly set forth within the Transaction Paperwork or some other writing on the contrary, every celebration shall pay
the charges and bills of its advisers, recommend, accountants and different professionals, if any, and all different bills incurred by means of such celebration incident
to the negotiation, preparation, execution, supply and function of this Settlement; only if on the Ultimate the Corporate shall
pay the Lenders an quantity equivalent to $50,000 for his or her prison charges (internet of any bills paid prematurely). As well as, upon the request of
any Lender, the Corporate shall pay every Lender’s cheap prison charges and bills incident to the negotiation, preparation, execution,
supply and function of any file or settlement to be delivered by means of the Corporate and such Lender in recognize of the Notes or the Transaction
Paperwork following the Ultimate.

6.3 Complete
Settlement. The Transaction Paperwork, at the side of the shows and schedules thereto, include all of the figuring out of the events
with recognize to the subject material hereof and thereof and supersede all prior agreements and understandings, oral or written, with recognize
to such issues, which the events recognize were merged into such paperwork, shows and schedules.

6.4 Notices.
Any and all notices or different communications or deliveries to be supplied by means of a celebration hereunder will be in writing and delivered for my part,
by means of e mail (with a replica by means of a nationally identified in a single day courier, signature required), or despatched by means of a nationally identified in a single day
courier carrier, signature required, addressed to the receiving celebration on the e mail or bodily deal with set forth at the Signature Web page hereto.
Any understand or different communique or deliveries hereunder will be deemed given and efficient at the earliest of (i) the date of
transmission, if such understand or communique is delivered by the use of e mail on the e mail deal with set forth at the signature pages to the
Trade Settlement prior to twelve:00 p.m. (New York Town time) on any date, (ii) the following Buying and selling Day after the date of transmission,
if such understand or communique is delivered by the use of e mail on the e mail deal with set forth at the signature pages to the Trade Settlement
on an afternoon that’s not a Buying and selling Day or later than 12:00 p.m. (New York Town time) on any Buying and selling Day, (iii) the second one Buying and selling
Day following the date of mailing, if despatched by means of U.S. nationally identified in a single day courier carrier, signature required or (iv) upon
exact receipt by means of the celebration to whom such understand is needed to be given. The deal with for such notices and communications will be as set
forth at the signature pages connected hereto.

6.5 Amendments;
Waivers. No provision of this Settlement is also waived, changed, supplemented or amended except for in a written software signed, in
the case of an modification, by means of the Corporate and the Lenders protecting no less than 67% in essential quantity of the Notes then exceptional or, in
the case of a waiver, by means of the celebration in opposition to whom enforcement of this kind of waived provision is sought. No waiver of any default with recognize
to any provision, situation or requirement of this Settlement will be deemed to be a seamless waiver sooner or later or a waiver of any
next default or a waiver of some other provision, situation or requirement hereof, nor shall any lengthen or omission of any celebration to
workout any proper hereunder in any means impair the workout of this kind of proper.

6.6 Headings.
The headings herein are for comfort best, don’t represent part of this Settlement and shall now not be deemed to restrict or have an effect on any
of the provisions hereof.

6.7 Successors
and Assigns. This Settlement will be binding upon and inure to the advantage of the events and their successors and accredited assigns.
The Corporate would possibly not assign this Settlement or any rights or tasks hereunder with out the prior written consent of every Lender (different
than by means of merger). Any Lender would possibly assign all or any of its rights beneath this Settlement to any Particular person to whom such Lender assigns or transfers
any Notes, only if such transferee consents in writing to be sure, with recognize to the transferred Notes, by means of the provisions of the
Transaction Paperwork that follow to the “Lenders.”

6.8 No
3rd-Celebration Beneficiaries. This Settlement is meant for the advantage of the events hereto and their respective successors and accredited
assigns and isn’t for the advantage of, nor would possibly any provision hereof be enforced by means of, some other Particular person, except for as in a different way set forth in
Segment 4.10 and this Segment 6.8.

6.9 Governing
Legislation. All questions regarding the building, validity, enforcement and interpretation of the Transaction Paperwork will be ruled
by means of and construed and enforced in line with the interior legal guidelines of the State of Delaware, with out regard to the foundations of conflicts
of regulation thereof. Each and every celebration consents that each one prison court cases regarding the interpretations, enforcement and protection of the transactions
pondered by means of this Settlement and some other Transaction Paperwork (whether or not introduced in opposition to a celebration hereto or its respective associates,
administrators, officials, shareholders, companions, individuals, workers or brokers) will be commenced solely within the state and federal courts
sitting in New Fortress County, State of Delaware. Each and every celebration hereby irrevocably submits to the unique jurisdiction of the state and
federal courts sitting in New Fortress County, State of Delaware for the adjudication of any dispute hereunder or in connection herewith
or with any transaction pondered hereby or mentioned herein (together with with recognize to the enforcement of any of the Transaction Paperwork),
and hereby irrevocably waives, and consents to not assert in any swimsuit, motion or continuing, any declare that it isn’t for my part topic
to the jurisdiction of this kind of court docket, that such swimsuit, motion or continuing is fallacious or is an inconvenient venue for such continuing.
Each and every celebration hereby irrevocably waives private carrier of procedure and has the same opinion to procedure being served in this kind of swimsuit, motion or continuing
by means of mailing a replica thereof by the use of registered or qualified mail or in a single day supply (with proof of supply) to such celebration on the deal with
in impact for notices to it beneath this Settlement and consents that such carrier shall represent just right and enough carrier of procedure
and see thereof. Not anything contained herein will be deemed to restrict by any means any proper to serve procedure in some other means accredited
by means of regulation. If both celebration shall start an motion, swimsuit or continuing to put into effect any provisions of the Transaction Paperwork, then, in
addition to the tasks of the Corporate beneath Segment 4.10, the present celebration in such motion, swimsuit or continuing shall
be reimbursed by means of the opposite celebration for its cheap lawyers’ charges and different prices and bills incurred with the investigation,
preparation and prosecution of such motion or continuing.

6.10 Survival.
The representations and warranties contained herein shall live on the Ultimate and the supply of the Securities for a length of twenty-four
(24) months thereafter.

6.11 Execution.
This Settlement is also achieved in two or extra opposite numbers, all of which when taken in combination will be thought to be one and the similar settlement
and shall grow to be efficient when opposite numbers were signed by means of every celebration and delivered to one another celebration, it being understood that
the events needn’t signal the similar counterpart. Within the match that any signature is delivered by means of facsimile transmission or by means of electronic mail supply
of a “.pdf” structure knowledge record, such signature shall create a legitimate and binding legal responsibility of the celebration executing (or on whose
behalf such signature is achieved) with the similar power and impact as though such facsimile or “.pdf” signature web page have been
an unique thereof.

6.12 Severability.
If any time period, provision, covenant or restriction of this Settlement is held by means of a court docket of competent jurisdiction to be invalid, unlawful,
void or unenforceable, the rest of the phrases, provisions, covenants and restrictions set forth herein shall stay in complete power
and impact and shall under no circumstances be affected, impaired or invalidated, and the events hereto shall use their commercially cheap efforts
to search out and make use of an alternate method to reach the similar or considerably the similar outcome as that pondered by means of such time period, provision,
covenant or restriction. It’s hereby stipulated and declared to be the purpose of the events that they might have achieved the remainder
phrases, provisions, covenants and restrictions with out together with any of such that can be hereafter declared invalid, unlawful, void or unenforceable.

6.13 Rescission
and Withdrawal Proper. However anything else on the contrary contained in (and with out proscribing any equivalent provisions of) any of
the opposite Transaction Paperwork, on every occasion any Lender workout routines a proper, election, call for or possibility beneath a Transaction File and the
Corporate does now not well timed carry out its comparable tasks throughout the classes therein supplied, then such Lender would possibly rescind or withdraw,
in its sole discretion every so often upon written understand to the Corporate, any related understand, call for or election in complete or partially
with out prejudice to its long term movements and rights.

6.14 Alternative
of Notes. If any Observe is mutilated, misplaced, stolen or destroyed, the Corporate shall factor or reason to be issued in alternate and substitution
for and upon cancellation thereof (on the subject of mutilation), or in lieu of and substitution therefor, a brand new Observe, however best upon receipt
of proof relatively enough to the Corporate of such loss, robbery or destruction. The applicant for a brand new Observe beneath such cases
shall additionally pay any cheap third-party prices (together with standard indemnity) related to the issuance of such alternative Notes.

6.15 Treatments.
Along with being entitled to workout all rights supplied herein or granted by means of regulation, together with restoration of damages, every of the Lenders
and the Corporate might be entitled to express functionality beneath the Transaction Paperwork. The events agree that financial damages would possibly
now not be good enough repayment for any loss incurred by means of reason why of any breach of tasks contained within the Transaction Paperwork and hereby
comply with waive and to not assert in any motion for particular functionality of this kind of legal responsibility the protection {that a} treatment at regulation would
be good enough.

6.16 Fee
Set Apart. To the level that the Corporate makes a cost or bills to any Lender pursuant to any Transaction File or a Lender
enforces or workout routines its rights thereunder, and such cost or bills or the proceeds of such enforcement or workout or any phase
thereof are due to this fact invalidated, declared to be fraudulent or preferential, put aside, recovered from, disgorged by means of or are required
to be refunded, repaid or in a different way restored to the Corporate, a trustee, receiver or some other Particular person beneath any regulation (together with, with out
limitation, any chapter regulation, state or federal regulation, commonplace regulation or equitable reason for motion), then to the level of this kind of recovery
the duty or phase thereof in the beginning meant to be glad will be revived and persevered in complete power and impact as though such
cost had now not been made or such enforcement or setoff had now not came about.

6.17 Usury.
To the level it is going to lawfully accomplish that, the Corporate hereby consents to not insist upon or plead or in any means in anyway declare, and can
face up to any and all efforts to be forced to take the ease or benefit of, usury legal guidelines anyplace enacted, now or at any time hereafter
in power, in reference to any declare, motion or continuing that can be introduced by means of any Lender with a purpose to put into effect any proper or treatment
beneath any Transaction File. However any provision on the contrary contained in any Transaction File, it’s expressly agreed
and only if the full legal responsibility of the Corporate beneath the Transaction Paperwork for bills within the nature of curiosity shall now not
exceed the utmost lawful charge approved beneath appropriate regulation (the “Most Charge”), and, with out proscribing the foregoing,
in no match shall any interest rate or default curiosity, or either one of them, when aggregated with some other sums within the nature of curiosity
that the Corporate is also obligated to pay beneath the Transaction Paperwork exceed such Most Charge. It’s agreed that if the utmost contract
interest rate allowed by means of regulation and appropriate to the Transaction Paperwork is greater or reduced by means of statute or any legit governmental
motion next to the date hereof, the brand new most contract interest rate allowed by means of regulation would be the Most Charge appropriate to
the Transaction Paperwork from the efficient date thereof ahead, except such utility is precluded by means of appropriate regulation. If beneath any
cases in anyway, curiosity in way over the Most Charge is paid by means of the Corporate to any Lender with recognize to indebtedness evidenced
by means of the Transaction Paperwork, such extra will be carried out by means of such Lender to the unpaid essential stability of this kind of indebtedness or
be refunded to the Corporate, the style of dealing with such extra to be at such Lender’s election.

6.18 Impartial
Nature of Lenders’ Duties and Rights. The tasks of every Lender beneath any Transaction File are a number of and now not
joint with the tasks of some other Lender, and no Lender will be accountable by any means for the functionality or non-performance of
the tasks of some other Lender beneath any Transaction File. Not anything contained herein or in some other Transaction File, and
no motion taken by means of any Lender pursuant hereto or thereto, will be deemed to represent the Lenders as a partnership, an affiliation,
a three way partnership or some other more or less entity, or create a presumption that the Lenders are by any means performing in live performance or as a gaggle with
recognize to such tasks or the transactions pondered by means of the Transaction Paperwork. Each and every Lender will be entitled to independently
offer protection to and put into effect its rights, together with, with out limitation, the rights coming up out of this Settlement or out of the opposite Transaction
Paperwork, and it shall now not be important for some other Lender to be joined as an extra celebration in any continuing for such goal.
Each and every Lender has been represented by means of its personal separate prison recommend in its overview and negotiation of the Transaction Paperwork. The Corporate
has elected to offer all Lenders with the similar phrases and Transaction Paperwork for the benefit of the Corporate and now not as it
used to be required or asked to take action by means of any of the Lenders.

6.19 Liquidated
Damages. The Corporate’s tasks to pay any partial liquidated damages or different quantities owing beneath the Transaction Paperwork
is a constant legal responsibility of the Corporate and shall now not terminate till all unpaid partial liquidated damages and different quantities were
paid however the truth that the software or safety pursuant to which such partial liquidated damages or different quantities are due
and payable shall were canceled.

6.20 Saturdays,
Sundays, Vacations, and many others. If the remaining or appointed day for the taking of any motion or the expiration of any proper required or
granted herein shall now not be a Trade Day, then such motion is also taken or such proper is also exercised at the subsequent succeeding Trade
Day.

6.21 Development.
The events agree that every of them and/or their respective recommend have reviewed and had a chance to revise the Transaction Paperwork
and, subsequently, the standard rule of building to the impact that any ambiguities are to be resolved in opposition to the drafting celebration
shall now not be hired within the interpretation of the Transaction Paperwork or any amendments thereto. As well as, every reference
to percentage costs and stocks of Commonplace Inventory in any Transaction File will be topic to adjustment for opposite and ahead inventory splits,
inventory dividends, inventory combos and different equivalent transactions of the Commonplace Inventory that happen after the date of this Settlement.

6.22 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Practice)

IN WITNESS WHEREOF, the events
hereto have brought about this Mortgage Settlement to be duly achieved by means of their respective approved signatories as of the date first indicated above.

LuxUrban Motels Inc.	Cope with for Understand:

	2125 Biscayne Blvd., Suite 253
	Miami, Florida 33137

	Identify: Brian Ferdinand
	Name: Leader Govt Officer

With a replica to (which shall now not represent understand):	Graubard Miller
	425 Lexington Road
	New York, New York 10174
	Consideration: Brian Ross
	E-Mail: [email protected]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO LOAN AGREEMENT]

IN WITNESS WHEREOF, the undersigned
have brought about this Mortgage Settlement to be duly achieved by means of their respective approved signatories as of the date first indicated above.

Identify of Lender:	Greenle Companions LLC Sequence Alpha P.S.

Signature of Approved Signatory of Lender:

Identify of Approved Signatory:	Alan Uryniak

Name of Approved Signatory:	Supervisor

E-mail Cope with of Approved Signatory:	[email protected]

E-mail Addresses for Providing Notices:	[email protected]
	[email protected]
	[email protected]

Cope with for Understand to Lender:	156 W Saddle River Street
	Saddle River, New Jersey 07458

Cope with for Supply of Notes to Lender (if now not similar as deal with for
understand):

Combination Mortgage Quantity: $550,000

$632,500 combination essential quantity of Notes (15% OID)

Professional Rata Proportion of Earnings Proportion: 22%

First Ultimate: Subscription Quantity: $550,000

$632,500 combination essential quantity of Notes

Professional Rata Proportion of Earnings Proportion: 22%

EIN Quantity: _______________________

[PURCHASER SIGNATURE PAGES TO LOAN AGREEMENT]

IN WITNESS WHEREOF, the undersigned
have brought about this Mortgage Settlement to be duly achieved by means of their respective approved signatories as of the date first indicated above.

Identify of Lender:	Greenle Companions LLC Sequence Beta P.S.

Signature of Approved Signatory of Lender:

Identify of Approved Signatory:	Alan Uryniak

Name of Approved Signatory:	Supervisor

E-mail Cope with of Approved Signatory:	[email protected]

E-mail Addresses for Providing Notices:	[email protected]
	[email protected]
	[email protected]

Cope with for Understand to Lender:	156 W Saddle River Street
	Saddle River, New Jersey 07458

Cope with for Supply of Notes to Lender (if now not similar as deal with for
understand):

Combination Mortgage Quantity: $1,950,000

$2,242,500 combination essential quantity of Notes (15% OID)

Professional Rata Proportion of Earnings Proportion: 78%

First Ultimate: Subscription Quantity: $1,950,000

$2,242,500 combination essential quantity of Notes

Professional Rata Proportion of Earnings Proportion: 78%

EIN Quantity: _______________________

COMPANY DISCLOSURE SCHEDULES

Time table 3.1(d)

Beneath the phrases of the rentals for the Corporate’s lodging
devices, task of such rentals, together with by means of operation of regulation (together with specifically any mortgaging, striking of liens, and many others.) are
prohibited with out the consent of the landlords celebration thereto. Accordingly, the granting of safety pursuits as prescribed by means of this Acquire
Settlement and the opposite agreements pondered hereby would violate such provisions.

Time table 3.1(i)

SuperLuxMia LLC, an entity owned and regulated by means of Brian Ferdinand,
bought notes and warrants from the Corporate for gross proceeds of roughly $600,000 as further issuances of 2022 Insider Bridge
Financing as outlined within the Registration Observation.

Time table 3.1(q)

The Corporate is lately negotiating a transition settlement with David
Gurfein, its present leader running officer, beneath which Mr. Gurfein would grow to be a member of the board of administrators of the Corporate
and a specialist to the Corporate, can be paid an combination of $500,000 in 3 installments and be issued choices to buy 250,000
stocks of commonplace inventory in lieu of any severance or different bills due him beneath his present employment settlement or choices agreements.

Showcase 10.3

AMENDED AND RESTATED

GUARANTY AND SECURITY AGREEMENT

This AMENDED AND RESTATED
GUARANTY AND SECURITY AGREEMENT (this “Safety Settlement”) is made as of November 23, 2022, by means of and amongst LuxUrban Motels
Inc. (previously referred to as CorpHousing Workforce Inc.), a Delaware company (the “Corporate”), the subsidiaries of the Corporate
named at the signature pages hereto (the “Guarantors” and personally a “Guarantor”), Greenle Companions
LLC Sequence Alpha P.S. (“Greenle Alpha”) and Greenle Companions LLC Sequence Beta P.S. (“Greenle Beta” and,
at the side of Greenle Alpha, the “Lenders”). The Corporate and the Guarantors are jointly referred to on this Safety
Settlement because the “Grantors” and the Grantors and the Lender are jointly referred to on this Safety Settlement because the
“Events.”

WHEREAS, Greenle Alpha has
in the past got from Evergreen Capital Control LLC (“Evergreen Capital”) a promissory be aware of the Corporate dated Might 27,
2022 within the unique essential quantity of $1,750,000 (the “Might Observe”) issued pursuant to a Securities Acquire Settlement,
dated as of Might 27, 2022 (the “Might Acquire Settlement”), between the Corporate and Evergreen Capital, that used to be secured
pursuant to the phrases of a Warranty and Safety Settlement dated as of Might 27, 2022 (the “Unique Safety Settlement”)
a few of the Corporate, the Guarantors and Evergreen Capital, which has been assigned by means of Evergreen Capital to Greenle Alpha;

WHEREAS, Greenle Alpha has
in the past got from the Corporate a promissory be aware of the Corporate dated September 16, 2022 within the unique essential quantity
of $2,070,000 (the “June Observe”) issued pursuant to a Securities Acquire Settlement, dated as of June 30, 2022 (the
“June Acquire Settlement”), between the Corporate and Greenle Alpha, that used to be secured pursuant to the phrases of an Amended
and Restated Warranty and Safety Settlement dated as of June 30, 2022 (the “June Safety Settlement”) a few of the
Corporate, the Guarantors and Greenle Alpha;

WHEREAS, Greenle Alpha has
in the past got from the Corporate promissory notes of the Corporate dated September 30, 2022 and October 20, 2022 within the combination
unique essential quantity of $2,875,000 (the “September Notes”) issued pursuant to a Securities Acquire Settlement,
dated as of September 30, 2022 (the “September Acquire Settlement”), between the Corporate and Greenle Alpha, that
have been secured pursuant to the phrases of an Amended and Restated Warranty and Safety Settlement dated as of September 30, 2022 (the
“September Safety Settlement”) a few of the Corporate, the Guarantors and Greenle Alpha;

WHEREAS, the Lenders have
agreed to lend to the Corporate an combination of $2,500,000 (every, a “Mortgage” and jointly the “Loans”) pursuant
to a Mortgage Settlement, dated as of even date herewith (the “November Mortgage Settlement”), between the Corporate and the Lenders,
which Loans shall first of all be evidenced by means of promissory notes issued pursuant to the November Mortgage Settlement within the combination unique
essential quantity of $2,875,000 (the “November Notes” and, at the side of the Might Observe, the June Observe, the September Notes
and any further promissory notes that can be issued beneath the November Mortgage Settlement, the “Notes”). Capitalized
phrases used herein and now not in a different way outlined herein having the meanings set forth within the November Notes or, if now not outlined therein,
within the November Mortgage Settlement; supplied, then again, that the time period “Tournament of Default” as used herein shall have the that means
set forth within the Might Observe with recognize to the Might Observe, within the June Observe with recognize to the June Observe, within the September Notes
with recognize to the September Notes and within the November Notes with recognize to the November Notes;

WHEREAS, pursuant to the
September Safety Settlement, the Guarantors have agreed to warranty all tasks of the Corporate beneath the Might Observe, the
June Observe and the September Notes and the opposite tasks of the Corporate beneath the Transaction Paperwork (as outlined within the
September Acquire Settlement), and as a situation precedent to the Loans and as safety for reimbursement of the Loans upon the phrases
set forth within the November Notes and the promises of the Guarantors hereunder, the Guarantors additionally comply with warranty all tasks
of the Corporate beneath the November Notes and the opposite tasks of the Corporate beneath the Transaction Paperwork (as outlined in
the November Acquire Settlement), and the Grantors comply with execute and ship this Safety Settlement to the Lender and hereby
to pledge and grant to the Lender a lien on and safety curiosity in all of Grantors’ rights and curiosity the Pledged Collateral
(as outlined underneath), whether or not now owned or hereafter got;

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 1

WHEREAS, as an extra
situation to the Loans, the Corporate and the Guarantors comply with amend and restate in its entirety the September Safety Settlement
at the phrases set forth on this Safety Settlement.

NOW, THEREFORE, in attention
of the premises and with a purpose to induce the Lender to make the Loans and settle for the September Notes, the Events hereby agree as
follows:

SECTION 1. Pledge.
Each and every Grantor hereby pledges and delivers to Greenle Alpha and reaffirms its prior pledge and supply to Greenle Alpha, and hereby grants
to Greenle Alpha and reaffirms it prior grant to Greenle Alpha, of a lien on and safety curiosity in all of every Grantor’s proper,
identify, and curiosity in and with recognize to every of the next, whether or not now owned or hereafter got (jointly, the “Pledged
Collateral”):

(a) the
houses, property, and rights of the Grantor described in Attachment 1 hereto, anyplace situated, whether or not such Grantor now has
or hereafter acquires an possession or different curiosity or energy to switch; and

(b) to
the level now not lined by means of subsection (a) above, all common intangibles (together with reasons of motion) in relation to, and all proceeds
of, any or all the foregoing Pledged Collateral;

supplied, then again, that if a File or Tool
(every as outlined in Attachment 1 hereto) or different settlement or hire of a Grantor might not be pledged by means of such Grantor hereunder
with out the consent or approval of a counterparty thereto, such File, Tool, settlement or hire shall now not be deemed pledged
to Greele Alpha, and Greenle Alpha shall now not be deemed to have a lien on or a safety curiosity therein, till such consent or approval
of such counterparty is received, and the Grantors shall use commercially cheap perfect efforts to acquire such consent or approval
once practicable following the primary date on which such File, Tool, settlement or hire would in a different way be pledged
to Greenle Alpha as Pledged Collateral hereunder.

For functions of this Settlement,
“proceeds” comprises no matter is receivable or won when Pledged Collateral or proceeds are bought, exchanged, gathered,
or in a different way disposed of, whether or not such disposition is voluntary or involuntary, and comprises proceeds of any indemnity or warranty payable
to Grantor or the Corporate every so often with recognize to any of the Pledged Collateral.

SECTION 2. Safety
for Duties. This Safety Settlement secures the steered and whole (a) cost of all tasks of the Grantors to the
Lenders now or hereafter present beneath this Safety Settlement, the Notes and any and all Transaction Paperwork (as such time period is outlined
in every of the Might Acquire Settlement, the June Acquire Settlement, the September Acquire Settlement and the November Mortgage
Settlement), together with, with out limitation, the cost of the Earnings Proportion (as such time period is outlined in Segment 5.1 of every of the
Might Acquire Settlement, the June Acquire Settlement, the September Acquire Settlement and the November Mortgage Settlement);
and (b) functionality and observance by means of the Grantors of all in their respective covenants and stipulations contained within the Transaction
Paperwork (as such time period is outlined in every of the Might Acquire Settlement, the June Acquire Settlement, the September Acquire
Settlement and the November Mortgage Settlement). All such tasks, covenants and stipulations described within the straight away previous
clauses (a) and (b), whether or not for essential, curiosity, charges, bills, or in a different way, are hereinafter jointly known as
the “Duties.” Upon reimbursement in stuffed with all the Duties rather then the Duties in relation to the Earnings Proportion
beneath the Might Acquire Settlement, the June Acquire Settlement, the September Acquire Settlement and the November Mortgage
Settlement (such Duties, the “Earnings Proportion Duties”)), or conversion of 100% of the exceptional Notes into
commonplace inventory of the Corporate (as supplied within the Notes), the Corporate shall supply Greenle Alpha with such amendments or changes
to the UCC Financing Statements filed with recognize to the any and all the Pledged Collateral important to amend or regulate such UCC
Financing Statements to take away from the Pledged Collateral all Pledged Collateral rather then (i) the fairness pursuits of the Grantors
in CH Earnings Proportion Hire HoldCo LLC, a Delaware restricted legal responsibility corporate (“Hire Holdco”) and (ii) the houses,
property and rights of Hire Holdco described in Attachment 1 hereto, anyplace situated, whether or not Hire Holdco now has or hereafter
acquires an possession or different curiosity or energy to switch thereof, and all common intangibles (together with reasons of motion) pertaining to
to, and all proceeds of, any or all the foregoing Pledged Collateral (the Pledged Collateral referred to in (i) and (ii), jointly,
the “Earnings Proportion Collateral”), and Greenle Alpha shall promptly
execute and go back similar to the Corporate (and in no match lower than 5 trade days following receipt of such UCC amendments); supplied,
that if such UCC amendments aren’t achieved by means of Greenle Alpha and dropped at the Corporate inside of such five-day length, the Corporate shall
be entitled to arrange, execute and record similar. Upon reimbursement in stuffed with all the Duties together with the Earnings Proportion Duties,
the Corporate shall supply Greenle Alpha with UCC termination statements and different documentation important to terminate (the “UCC
Terminations”) any UCC Financing Statements filed with recognize to any and all Pledged Collateral and Greenle Alpha shall promptly
execute and go back similar to the Corporate (and in no match lower than 5 trade days following receipt of such UCC Terminations); supplied,
that if such UCC Terminations aren’t achieved by means of Greenle Alpha and dropped at the Corporate inside of such five-day length, the Corporate
will be entitled to arrange, execute and record similar.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 2

For functions of readability,
in cases the place all quantities payable beneath the Notes, together with essential thereunder and curiosity thereon, were paid by means of the
Corporate (or transformed into commonplace inventory or most popular inventory of the Corporate), (a) the pledge and grant by means of the Grantors to Greenle
Alpha of a safety curiosity within the Pledged Collateral, rather then the Earnings Proportion Collateral, will be terminated, and (b) the
Corporate will be entitled to amend or regulate the UCC Financing Statements filed with recognize to the Pledged Collateral to take away all
Pledged Collateral rather then the Earnings Proportion Collateral, and (c) the Earnings Proportion Collateral shall thereafter be the one collateral
pledged by means of the Grantors to safe the cost tasks of the Grantors with recognize to the Earnings Proportion Duties and the tasks
of the Grantors beneath this Safety Settlement and the opposite Transactions Paperwork.

SECTION 3. UCC
Financing Statements on Pledged Collateral. Grantors agree that at any time and every so often every Grantor will promptly execute
and ship all additional tools, UCC financing statements, and paperwork, and take all additional motion that can be relatively fascinating,
or that Greenle Alpha would possibly relatively request, with a purpose to highest and offer protection to any safety curiosity granted or presupposed to be granted
hereby or to allow Greenle Alpha to workout and put into effect its rights and therapies hereunder with recognize to any of the Pledged Collateral.
Each and every Grantor shall ship to Greenle Alpha inside of 3 (3) Trade Days of the date of execution of this Safety Settlement a
type of UCC financing observation(s) ready by means of Greenle Alpha and in shape relatively enough to the Grantor and in line with
this Settlement with recognize to the Pledged Collateral, to be filed and recorded by means of Greenle Alpha at its personal discretion. Greenle Alpha
would possibly, at any time and every so often, upon the incidence and all over the continuance of an Tournament of Default, topic to grace and remedy
classes beneath the Notes and a remedy length hereunder of fourteen (14) days for the Corporate or any Guarantor to proper any Default, in
order to facilitate Greenle Alpha’s workout of its rights and therapies hereunder, in its discretion and with out understand to any
Grantor, to switch to or to check in within the identify of the Lender or any of its nominees, phase or all the Pledged Collateral.

SECTION 4. Additional
Assurances; Knowledge; Legending the Certificate. Each and every Grantor shall cooperate within the crowning glory of, and execute and ship,
any and all notices, bureaucracy, schedules or different paperwork that could be filed by means of Greenle Alpha by itself behalf or on behalf of such Grantor,
together with any and all required notices or statements, and do or reason to be finished all such different acts and issues, important or, within the
opinion of Greenle Alpha, really useful, for the disposition of any a part of the Pledged Collateral pursuant to appropriate regulation.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 3

SECTION 5. Representations
and Warranties. Each and every Grantor represents and warrants to the Lenders that:

(a) No
lately efficient UCC financing observation overlaying any of the Pledged Collateral is on record in any public place of work rather then financing
statements, if any, associated with Accredited Liens (for functions of this Settlement, “Accredited Liens” method (A) statutory
liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and different like liens imposed by means of regulation, created
within the odd direction of commercial and securing quantities now not but due (or which can be being contested in just right religion, by means of suitable court cases
or different suitable movements which can be enough to forestall coming near near foreclosures of such liens), and with recognize to which good enough
reserves or different suitable provisions are being maintained by means of a Grantor, (B) deposits made (and the liens thereon) within the odd
direction of commercial of a Grantor (together with, with out limitation, safety deposits for rentals, indemnity bonds, surety bonds and enchantment
bonds) in reference to staff’ repayment, unemployment insurance coverage and different sorts of social safety advantages or to safe
the functionality of tenders, bids, contracts (rather then for the reimbursement or ensure of borrowed cash or acquire cash tasks),
statutory tasks and different equivalent tasks coming up because of growth bills beneath executive contracts, (C) liens
for taxes now not but due and payable or which can be being contested in just right religion and with recognize to which good enough reserves are being maintained
by means of a Grantor, (D) acquire cash liens in relation to the purchase of kit, equipment or different items of a Grantor and (E) liens
created by means of the September Safety Settlement, which liens are reaffirmed pursuant to this Safety Settlement (supplied, that within the
match of any discrepancy between the Might Safety Settlement, the June Safety Settlement, the September Safety Settlement
and this Safety Settlement, this Safety Settlement shall be successful);

(b) Such
Grantor is and can stay the prison and really useful proprietor of the Pledged Collateral, freed from all liens and claims in anyway, rather then
Accredited Liens, and with complete energy and authority to execute this Safety Settlement and carry out its tasks hereunder, and to topic
the Pledged Collateral to the safety curiosity hereunder, except for for gross sales, transfers, inclinations, changes and amendments, as
pondered by means of the Might Acquire Settlement, the June Acquire Settlement, the September Acquire Settlement or the November Mortgage
Settlement, together with inclinations of property (together with rentals and hire rights) within the odd direction of commercial, and using income
proceeds generated thru or from the Pledged Belongings within the odd direction of commercial;

(c) All
knowledge with recognize to the Pledged Collateral set forth in any agenda, certificates or different writing at any time hereafter furnished
by means of Grantors to the Lender, and all different written knowledge hereafter furnished by means of Grantors to the Lender, is and might be true and proper
in all subject material respects as of the date furnished;

(d) The
execution and supply of this Safety Settlement and the functionality by means of every Grantor of its tasks hereunder don’t and won’t
contravene or battle with any provision of at this time efficient regulation or of any settlement binding upon such Grantor, and this Safety
Settlement is a prison, legitimate and binding legal responsibility of every Grantor, enforceable in line with its phrases, except for as such enforceability
is also restricted by means of any appropriate chapter, insolvency or equivalent legal guidelines and by means of common rules of fairness; and

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 4

(e) For
the needs of notices beneath this Settlement, the Corporate and every of the Grantors shall settle for understand on the deal with for notices set
forth with the Corporate’s signature hereto.

(f) The
Grantors hereby constitute and warrant that (a) set forth on Time table I hereto is (i) the prison identify of every Grantor, (ii) the
jurisdiction of incorporation or group of every Grantor, (iii) the identification or form of group or company construction
of every Grantor (iv) the Federal Taxpayer Id Quantity and organizational collection of every Grantor and (v) the actual
and proper location of the manager govt place of work of every Grantor and essential place of job and any place of work during which every Grantor
maintains books of information in relation to Collateral owned by means of it.

SECTION 6. Covenants.
All the way through the time period of this Safety Settlement, every Grantor covenants and consents with the Lenders as follows:

(a) Such
Grantor shall give the Lenders written understand of any trade to the deal with referenced in Segment 5(e);

(b) Such
Grantor shall duly satisfy in all subject material respects all tasks on its phase to be fulfilled beneath or in reference to the Pledged
Collateral and shall do not anything to impair in any subject material recognize the rights of the Lenders therein;

(c) Following
the incidence and all over the continuance of an Tournament of Default, any proceeds of Pledged Collateral that’s not topic to a previous lien,
when first won by means of or on behalf of such Grantor, if this is the case asked by means of both Lender, will be deposited by means of or on behalf of Grantor
within the shape so won in such account as such Lender shall specify, and till so deposited will be held in consider for and because the Lenders’
assets and shall now not be commingled with such Grantor’s or some other Particular person’s different finances or houses;

(d) Such
Grantor shall (i) comply in all subject material respects with all appropriate legal guidelines with recognize to the Pledged Collateral or any phase thereof,
(ii) pay promptly when due all taxes, tests and governmental fees or levies imposed upon the Pledged Collateral or in recognize
of its source of revenue or earnings therefrom and all claims of any sort which, if unpaid, would possibly by means of regulation grow to be a lien upon the Pledged Collateral
or in recognize of its source of revenue or earnings therefrom, except for that such Grantor shall now not be required to pay or discharge this kind of tax, evaluation,
price, or declare which is being contested in just right religion and by means of right kind court cases, and (iii) advise the Lenders promptly, in cheap
element, of any lien or declare made or asserted in opposition to any of the Pledged Collateral rather then Accredited Liens;

(e) If
the validity or precedence of this Safety Settlement or of any proper, identify, safety curiosity, or different curiosity created or evidenced
hereby will be attacked, endangered, or wondered or if any prison court cases are instituted in opposition to such Grantor with recognize thereto,
such Grantor will give steered written understand thereof to the Lenders and can diligently undertaking to remedy any defect that can be evolved
or claimed, and can take all important and right kind steps for the protection of such prison court cases, and the Lenders (whether or not or now not named
as a celebration to prison court cases with recognize thereto) are hereby approved and empowered to take such further steps as of their judgment
and restraint is also important or right kind for the protection of this kind of prison court cases or the security of the validity or precedence
of this Safety Settlement and the suitable, identify, safety curiosity, and different pursuits created or evidenced hereby, and all bills
so incurred of each and every sort and personality will be a requirement legal responsibility owing by means of such Grantor, and the Particular person incurring such bills shall
be subrogated to all rights of the Particular person receiving such cost;

(f) Such
Grantor will, on request of both Lender, (i) promptly proper any defect, error or omission that could be came upon within the contents
of this Safety Settlement or in some other software achieved in connection herewith or within the execution or acknowledgment thereof;
(ii) execute, recognize, ship and checklist or record such additional tools (together with additional safety agreements, financing
statements and continuation statements) and do such additional acts as is also important, fascinating or right kind to hold out extra successfully
the needs of this Safety Settlement and such different tools and to topic to the safety pursuits hereof and thereof any assets
meant by means of the phrases hereof and thereof to be lined hereby and thereby, together with any renewals, additions, substitutions, replacements
or appurtenances to the Pledged Collateral; and (iii) execute, recognize, ship, procure and checklist or record any file or
software (together with any financing observation) deemed really useful by means of both Lender to give protection to the safety curiosity hereunder in opposition to the
rights or pursuits of 1/3 individuals;

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 5

(g) Such
Grantor shall account absolutely and faithfully for and, if the Lenders so elect following the incidence and all over the continuance of an
Tournament of Default, shall promptly pay or flip over to Greenle Alpha the proceeds in no matter shape won from disposition in any means
of any of the Pledged Collateral. Such Grantor shall stay correct and whole information of the Pledged Collateral and its proceeds;

(h) From
time to time, upon call for of Greenle Alpha, such Grantor will stay and stamp or in a different way mark any and all tools, paperwork and
chattel paper and its particular person books and information in relation to any of the Pledged Collateral in this kind of means as Greenle Alpha would possibly relatively
require; and

(i) Such
Grantor shall furnish the Lenders all such knowledge because the Lenders would possibly relatively request with recognize to the Pledged Collateral.

SECTION 7. Vote casting
Rights; Dividends; And so forth.

(a) So
lengthy as no Tournament of Default shall have came about and be proceeding:

(i) Each and every
Grantor will be entitled to workout any and all balloting and different consensual rights referring to the Pledged Collateral or any phase
thereof for any goal now not inconsistent with the phrases of this Safety Settlement or some other Transaction File; supplied, then again,
that every Grantor shall give the Lenders no less than 5 (5) days’ written understand of the style during which he intends to workout,
or the explanations for refraining from exercising, any balloting or different consensual rights referring to the Pledged Collateral or any phase
thereof which will have a subject material opposed impact at the price of the Pledged Collateral or any phase thereof.

(ii) Any
and all the following will be delivered within the odd direction and pursuant to the Corporate’s constitution and by-laws:

(A) dividends
or curiosity paid or payable rather then in money in recognize of, and tools and different assets won, receivable, or in a different way disbursed
in recognize of, or in alternate for, any Pledged Collateral; and

(B) dividends
and different distributions hereafter paid or payable in money in recognize of any Pledged Collateral in reference to a partial or general
liquidation or dissolution or in reference to a discount of capital, capital surplus or paid-in-surplus.

(b) Upon
the incidence and all over the continuance of an Tournament of Default:

(i) All
rights of every Grantor to workout the balloting and different consensual rights which it could in a different way be entitled to workout pursuant to
Segment 7(a)(i) shall stop, and all such rights shall thereupon grow to be vested in Greenle Alpha, which shall thereupon have
the only real proper to workout such balloting and different consensual rights.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 6

(ii) Each and every
Grantor shall execute and ship (or reason to be achieved and dropped at Greenle Alpha) all such proxies and different tools as
Greenle Alpha would possibly relatively request for the aim of enabling Greenle Alpha to workout the balloting and different rights which it’s entitled
to workout pursuant to Segment 7(b)(i) and to obtain the dividends or curiosity bills which it’s entitled to obtain and
retain pursuant to this Segment 7.

(iii) Dividends
or some other money distributions won by means of any Grantor in recognize of the Pledged Collateral except money distributions
won from the Corporate to fulfill Grantor’s tax tasks because of Corporate earnings and to meet Grantor’s covenant of
Segment 6(d) hereof previous to cost in stuffed with all quantities due and owing beneath or in reference to the Duties (together with
essential, top class, if any, curiosity, charges and bills on or in reference to the Duties) will be won and held in consider
for the Lender, and might be promptly paid over to Greenle Alpha within the shape won for utility to the cost of such tasks
till all such Duties were paid in complete in such means and order and at such time as Greenle Alpha shall make a selection.

SECTION 8. No
Transfers and Different Liens. Except for as set forth within the Might Acquire Settlement, the June Acquire Settlement, the September Acquire
Settlement, the November Mortgage Settlement or this Safety Settlement, no Grantor shall promote, alternate or in a different way cast off, or grant
any possibility, warrant, or different proper with recognize to or any curiosity in, any of the Pledged Collateral or create or allow to exist any
lien upon or with recognize to any of the Pledged Collateral (rather then (A) the lien created hereby, (B) Accredited Liens, (C) the
switch of products, stock and Collateral within the odd process a Grantor’s trade, and (D) transfers to the Corporate
or different subsidiaries of the Corporate or a Grantor that experience pledged their property as collateral to safe cost of the Secured Duties.

SECTION 9. Greenle
Alpha Appointed Legal professional-in-Reality. Each and every Grantor hereby irrevocably appoints Greenle Alpha to be Grantor’s attorney-in-fact,
with complete authority within the position and stead of Grantor and within the identify of Grantor, every so often in Greenle Alpha’s discretion,
to take any motion and to execute any software which Greenle Alpha would possibly deem important or really useful to perform the needs of this
Safety Settlement, together with:

(a) to
ask, call for, gather, sue for, get better, compound, obtain, and provides acquittance and receipts for moneys due and to grow to be due beneath or
in recognize of any of the Pledged Collateral;

(b) to
obtain, endorse and gather any drafts or different tools, paperwork, and chattel paper in reference to Segment 9(a); and

(c) to
record any claims or take any motion or institute any court cases which the Lender would possibly deem important or fascinating for the choice of
any of the Pledged Collateral or in a different way to put into effect the rights of Greenle Alpha with recognize to any of the Pledged Collateral.

SECTION 10. Greenle
Alpha Might Carry out. If any Grantor fails to accomplish any covenant or settlement herein, Greenle Alpha would possibly itself carry out, or reason
functionality of, such covenant or settlement, and the bills of Greenle Alpha incurred in connection therewith will be payable by means of such
Grantor.

SECTION 11. Cheap
Care. Greenle Alpha will be deemed to have exercised cheap care within the custody and preservation of the Pledged Collateral in
its ownership if the Pledged Collateral is accorded remedy considerably equivalent to that which Greenle Alpha accords its personal assets,
it being understood that Greenle Alpha shall now not have any duty for (a) ascertaining or taking motion with recognize to calls,
conversions, exchanges, maturities, tenders, or different issues relative to any Pledged Collateral, whether or not or now not Greenle Alpha has or
is deemed to have wisdom of such issues, or (b) taking any important steps to maintain rights in opposition to any Individuals with recognize
to any Pledged Collateral.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 7

SECTION 12. Treatments
upon an Tournament of Default; Recourse Nature of Grantor’s Duties. If any Tournament of Default shall have came about:

(a) Greenle
Alpha would possibly workout in recognize of the Pledged Collateral, along with different rights and therapies supplied for herein or in a different way to be had
to it, all of the rights and therapies of a secured celebration on default beneath the UCC, or beneath the legal guidelines of some other appropriate jurisdiction,
at the moment, and Greenle Alpha may additionally, with out understand except for as specified underneath, promote the Pledged Collateral or any phase thereof in
a number of parcels at public or personal sale, at any alternate, dealer’s board or at any of Greenle Alpha’s places of work or in different places,
for money, on credit score, or for long term supply, and upon such different phrases as Greenle Alpha would possibly deem commercially cheap. Each and every Grantor
consents that, to the level understand of sale will be required by means of regulation, no less than ten (10) days’ understand to Grantor of the time
and position of any auction or the time and then any personal sale is to be made shall represent cheap notification. Greenle
Alpha shall now not be obligated to make any sale of Pledged Collateral, without reference to whether or not understand of sale has been given. Greenle Alpha
would possibly adjourn any public or personal sale every so often by means of announcement on the time and position fastened therefor, and such sale would possibly, with out
additional understand, be made on the time and position to which it used to be so adjourned. Greenle Alpha is allowed to behavior any personal sale of
the Pledged Collateral or any phase thereof in a fashion that won’t require the Pledged Collateral or any phase thereof to be registered
beneath the Securities Act or some other appropriate securities legal guidelines. On this regard, every Grantor recognizes and consents that Greenle Alpha
would possibly, in its discretion, way a limited collection of attainable clients and {that a} sale beneath the ones cases would possibly yield a decrease
worth for the Pledged Collateral or any phase thereof then would in a different way be available if the sale of the Pledged Collateral or any
phase thereof have been registered beneath the Securities Act and appropriate state securities legal guidelines. Each and every Grantor consents that (i) if Greenle
Alpha shall so promote the Pledged Collateral or any phase thereof at this kind of personal sale or gross sales, Greenle Alpha shall have the suitable to
depend on the recommendation or opinion of any federally registered securities dealer or trader as to the most efficient worth relatively available upon
this kind of personal sale and (ii) such reliance will be conclusive proof that Greenle Alpha treated such topic in a commercially
cheap means.

(b) In
addition to the rights of Greenle Alpha beneath Segment 7, any money held by means of Greenle Alpha as Pledged Collateral and all money proceeds
won by means of Greenle Alpha in recognize of any sale of, assortment from, or different realization upon any or all a part of the Pledged Collateral
would possibly, within the discretion of Greenle Alpha, be held by means of Greenle Alpha as collateral for, after which or at any time thereafter carried out in complete
or partially by means of Greenle Alpha in opposition to, the Duties in such order as Greenle Alpha shall make a selection. Any surplus of such money or money proceeds
and curiosity collected thereon, if any, held by means of Greenle Alpha and closing after cost in stuffed with all of the Duties will be paid
over to Grantors, or to whomsoever is also lawfully entitled to obtain such surplus, inside of an inexpensive time frame; supplied, that
Greenle Alpha shall haven’t any legal responsibility to take a position or in a different way pay curiosity on any quantities held by means of it in reference to or pursuant to
this Safety Settlement.

(c) With out
proscribing in any means any of any Grantor’s tasks or any of Greenle Alpha’s rights beneath any of the opposite phrases and
provisions of this Safety Settlement or beneath any of the phrases of the Notes, every Grantor’s legal responsibility, and Greenle Alpha’s
recourse to any property of Grantor rather then the Pledged Collateral, upon the incidence of any Tournament of Default will be consistent with the Warranty
between Greenle Alpha and Grantors set forth herein.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 8

SECTION 13. Safety
Pastime Absolute. All rights of Greenle Alpha hereunder and all tasks of Grantors hereunder, and the safety curiosity created
hereunder shall, to the level accredited by means of appropriate regulation, be absolute and unconditional, regardless of:

(a) any
loss of validity or enforceability of any of the Transaction Paperwork;

(b) any
trade within the time, means, or position of cost of, or in some other time period of, any or all of the Duties or some other modification or
waiver of or any consent to any departure from any of the Transaction Paperwork;

(c) any
alternate, liberate, or non-perfection of any collateral status as safety for the Duties or any liabilities incurred without delay
or not directly hereunder or any set-off in opposition to any of such liabilities, or any liberate or modification or waiver of or consent to departure
from any warranty, for any or all of the Duties; or

(d) any
different circumstance which would possibly in a different way represent a protection to be had to, or a discharge of, Grantor, or some other Particular person this is obligated
in recognize of any of the Duties.

SECTION 14. Proceeding
Safety Pastime; Project. This Safety Settlement shall create a seamless safety curiosity within the Pledged Collateral and
shall (a) be binding upon every Grantor and its executors, trustees, receivers, successors and accredited assigns; and (b) inure
to the advantage of and be enforceable by means of Greenle Alpha, and its trustees, receivers, successors and assigns. No Grantor would possibly assign any
of its rights or tasks beneath this Safety Settlement with out Greenle Alpha’s prior written consent; and this kind of purported
task with out such consent will be void and useless.

SECTION 15. Waiver
of Marshalling. All rights of marshalling of property of every Grantor, together with this kind of proper with recognize to the Pledged Collateral,
are hereby waived by means of Grantors.

SECTION 16. Further
Guarantors. The Corporate consents that any Subsidiary (outlined underneath) of the Corporate that’s not already a celebration to this Settlement shall,
inside of 5 (5) trade days of turning into a Subsidiary, grow to be a Subsidiary Grantor, with the similar power and impact as though in the beginning
named as Subsidiary Grantor herein, for all functions of this Settlement by means of executing and handing over to Greenle
Alpha a written complement considerably within the type of Annex A hereto. The execution and supply of any software including
an extra Subsidiary Grantor as a celebration to this Settlement shall now not require the consent of some other Grantor hereunder. The rights
and tasks of every Subsidiary Grantor hereunder shall stay in complete power and impact however the addition of any new Subsidiary
Grantor as a celebration to this Settlement. For functions of this Segment 16, “Subsidiary” method an organization, partnership,
three way partnership, restricted legal responsibility corporate or different trade entity of which a majority of the stocks of securities or different pursuits
having odd balloting energy for the election of administrators or different governing frame (rather then securities or pursuits having such energy
best by means of reason why of the going down of a contingency) are on the time beneficially owned, or the control of which is in a different way managed,
without delay, or not directly thru a number of intermediaries, or each, by means of the Corporate.

SECTION 17. No
Waiver; Treatments. No failure at the a part of Greenle Alpha to workout, and no lengthen in exercising, any proper hereunder shall perform
as a waiver thereof; nor shall any unmarried or partial workout of any proper hereunder preclude some other or additional workout thereof or
the workout of some other proper. The therapies herein supplied are cumulative and now not unique of any therapies supplied by means of regulation.

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 9

SECTION 18. GOVERNING
LAW. THIS SECURITY AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE PARTIES
HERETO UNDER THE LAWS OF THE STATE OF DELAWARE, AND SHALL BE GOVERNED BY, ENFORCED UNDER, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE AND APPLICABLE FEDERAL LAW.

SECTION 19. Notices:
Notices, experiences, and different communications hereunder will be in writing, will be given by means of private or courier carrier or by means of mail, and
will be deemed to be given and won (i) upon the addressee’s receipt if delivered in individual or by means of courier or (ii) upon
the sooner of the addressee’s receipt and 3 Trade Days following the date such notices, experiences, and bills are positioned within the
United States mail, if correctly posted with postage pay as you go, by means of qualified mail in an envelope correctly addressed, to the addresses denoted
beneath the signatures of the Grantors and Greenle Alpha hereto or to such different deal with as any Celebration would possibly specify in a written understand to
the opposite Events in line with this Segment 19.

SECTION 20. Headings;
Sure Phrases. The headings on this Safety Settlement are for comfort best and are under no circumstances meant to explain, interpret,
outline, or prohibit the scope, extent, or intent of this Safety Settlement or any provision hereof. On this Safety Settlement, (a) “come with”
and “together with” don’t represent or suggest any limitation, (b) “Segment” refers to a Segment of
this Safety Settlement, except in a different way mentioned, (c) “hereunder,” “hereof,” “hereto,”
and equivalent phrases are references to this Safety Settlement as an entire, and to not any explicit provision of this Safety Settlement,
and (d) “UCC” refers back to the Uniform Business Code in impact within the State of Delaware.

SECTION 21. FINAL
AGREEMENT OF THE PARTIES: THIS SECURITY AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN EACH
OF THE MAY PURCHASE AGREEMENT, THE JUNE PURCHASE AGREEMENT, THE SEPTEMBER PURCHASE AGREEMENT AND THE NOVEMBER LOAN AGREEMENT) CONSTITUTES
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

SECTION 22. Warranty.
The Guarantors hereby, collectively and severally, completely, irrevocably and unconditionally ensure the punctual cost when due, whether or not
at mentioned adulthood, by means of acceleration or in a different way, of the Duties and the functionality of all agreements of the Corporate now or hereafter
present beneath the Notes and the opposite Transaction Paperwork (as such time period is outlined in every of the Might Acquire Settlement, the
June Acquire Settlement, the September Acquire Settlement and the November Mortgage Settlement), whether or not for essential, curiosity,
charges, bills or in a different way. Within the match of any failure of the Corporate to pay or carry out when due the Duties beneath the Notes and
the opposite Transaction Paperwork (as such time period is outlined in every of the Might Acquire Settlement, the June Acquire Settlement,
the September Acquire Settlement and the November Mortgage Settlement), the Guarantors will, collectively and severally, straight away
pay and carry out the similar on the time and position, and within the finances and means, supplied for within the appropriate Transaction Paperwork (as
such time period is outlined in every of the Might Acquire Settlement, the June Acquire Settlement, the September Acquire Settlement
and the November Mortgage Settlement), with out set-off, counterclaim or deduction of any sort.

[Signature Page Follows]

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 10

IN WITNESS WHEREOF, the Events
have brought about this Safety Settlement to be duly achieved and delivered as of the date first above written.

	LENDERS:

	Greenle Companions LLC Sequence Alpha P.S.

	Through:
		Alan Uryniak
		Managing Member
		156 West Saddle River Street
		Saddle River, NJ 07458

	Greenle Companions LLC Sequence Beta P.S.

	Through:
		Alan Uryniak
		Managing Member
		156 West Saddle River Street
		Saddle River, NJ 07458

THE COMPANY:

LuxUrban Motels Inc.,
a Delaware company

Through:
	Brian Ferdinand
	Leader Govt Officer
	2125 Biscayne Blvd., Suite 253
	Miami, Florida 33137

GUARANTORS:

SoBeNY Companions Inc.,
a Delaware company

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 11

LuxUrban RE Holdings LLC,
a Delaware restricted legal responsibility corporate

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

LuxUrban LLC,
a Delaware restricted legal responsibility corporate

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

S-Be Leases, LLC,
a Florida restricted legal responsibility corporate

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

Corphousing UK Restricted,
a UK personal restricted corporate

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

CorpHousing RSL LLC,
a Delaware restricted legal responsibility corporate

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer of
		LuxUrban Motels Inc., Supervisor
		2125 Biscayne Blvd., Suite 253
		Miami, Florida 33137

AMENDED & RESTATED GUARANTY AND
SECURITY AGREEMENT – PAGE 12

EXHIBIT E

ATTACHMENT 1

All proper, identify, curiosity, claims and calls for of every Grantor in
and to the next assets now held by means of or hereafter got by means of such Grantor:

All Deposit Accounts and money;

All Basic Intangibles;

All Highbrow Belongings;

10.

All Funding Belongings;

11.

All Unencumbered Apparatus;

12.

All Pledged Fairness; and

13.

All Letter-of-Credit score Rights.

To the level now not in a different way integrated, all Proceeds
and merchandise of any and all the foregoing, and all accessions to, substitutions and replacements for, and rents and earnings of every
of the foregoing.

The time period “Fairness Pursuits”
method, with recognize to any Particular person, all the stocks of capital inventory of (or different possession or benefit pursuits in) such Particular person, all
of the warrants, choices or different rights for the acquisition or acquisition from such Particular person of stocks of capital inventory of (or different possession
or benefit pursuits in) such Particular person, all the securities convertible into or exchangeable for stocks of capital inventory of (or different
possession or benefit pursuits in) such Particular person or warrants, rights or choices for the acquisition or acquisition from such Particular person of such
stocks (or such different pursuits), and all the different possession or benefit pursuits in such Particular person (together with partnership, member or
consider pursuits therein), whether or not balloting or nonvoting, and whether or not or now not such stocks, warrants, choices, rights or different pursuits are
exceptional on any date of decision.

The time period “Highbrow Belongings”
method, with recognize to every Grantor, all highbrow and equivalent assets of each and every sort and nature now owned or hereafter got
by means of such Grantor, together with innovations, designs, patents (whether or not registered or unregistered), copyrights (whether or not registered or unregistered),
logos (whether or not registered or unregistered), industry secrets and techniques, domains, confidential or proprietary technical and trade knowledge,
expertise, strategies, processes, drawings, specs or different knowledge or knowledge and all memoranda, notes and information with recognize
to any analysis and construction, device and databases and all embodiments or fixations thereof whether or not in tangible or intangible shape
or contained on magnetic media readable by means of system at the side of all such magnetic media and comparable documentation, registrations and
franchises, and all additions, enhancements and accessions to, and books and information describing or utilized in reference to, any of the
foregoing.

The time period “Particular person” method an
particular person, company, partnership, three way partnership, consider, unincorporated group or different entity of no matter nature.

The time period “Pledged Fairness”
method, with recognize to every Grantor, 100% of the issued and exceptional Fairness Pursuits of every Subsidiary this is without delay owned by means of
such Grantor, together with, with out limitation, the Fairness Pursuits of the Subsidiary Grantors, in every case at the side of the certificate
(or different agreements or tools), if any, representing such stocks, and all choices and different rights, contractual or in a different way, with
recognize thereto, together with, however now not restricted to, the next: (a) all Fairness Pursuits representing a dividend thereon, or representing
a distribution or go back of capital upon or in recognize thereof, or attributable to a inventory cut up, revision, reclassification or different
alternate therefor, and any subscriptions, warrants, rights or choices issued to the holder thereof, or in a different way in recognize thereof;
and (b) within the match of any consolidation or merger involving the issuer thereof and during which such issuer isn’t the surviving Particular person,
all stocks of every elegance of the Fairness Pursuits of the successor Particular person shaped by means of or attributable to such consolidation or merger, to
the level that such successor Particular person is an immediate Subsidiary of such Grantor.

The time period “Subsidiary” method
an organization, partnership, three way partnership, restricted legal responsibility corporate or different trade entity of which a majority of the stocks of securities
or different pursuits having odd balloting energy for the election of administrators or different governing frame (rather then securities or pursuits
having such energy best by means of reason why of the going down of a contingency) are on the time beneficially owned, or the control of which is
in a different way managed, without delay, or not directly thru a number of intermediaries, or each, by means of a Grantor.

All capitalized phrases used on this Attachment
1 and now not in a different way outlined herein, shall have the respective meanings given to such phrases within the Uniform Business Code of the
State of Delaware as in impact every so often.

EXHIBIT E

SCHEDULE I

TO THE

GUARANTY AND SECURITY AGREEMENT

Criminal Identify and Cope with	Jurisdiction of Incorporation or Group	Form of Group or Company Construction	Federal Taxpayer Id Quantity and Organizational Id Quantity

LuxUrban Motels Inc.	Delaware	Company
SoBeNY Companions Inc.	Delaware	Company
LuxUrban RE Holdings LLC	Delaware	Restricted Legal responsibility Corporate
LuxUrban LLC	Delaware	Restricted Legal responsibility Corporate
S-Be Leases, LLC	Delaware	Restricted Legal responsibility Corporate
Corphousing UK Restricted	United Kingdom	Non-public Restricted Corporate
CorpHousing RSL LLC	Delaware	Restricted Legal responsibility Corporate

ANNEX A

SUPPLEMENT TO THE AMENDED
AND RESTATED

GUARANTY AND SECURITY AGREEMENT

SUPPLEMENT NO. [ ]
dated as of [ ], to the Amended and Restated Warranty and Safety
Settlement dated as of November 23, 2022 (the “Safety Settlement”) by means of and amongst LuxUrban Motels Inc., a Delaware
company (the “Corporate”), every of the subsidiaries of the Corporate indexed at the signature pages thereto or
that turns into a celebration thereto pursuant to Segment 16 of the Safety Settlement (every such entity being a “Subsidiary Grantor”
and jointly, the “Subsidiary Grantors”; the Corporate and the Subsidiary Grantors are referred to jointly
because the “Grantors”), Greenle Companions LLC Sequence Alpha P.S. and Greenle
Companions LLC Sequence Beta P.S. (jointly, the “Lenders”).

A. Capitalized
phrases used herein and now not in a different way outlined herein shall have the meanings assigned to such phrases within the Safety Settlement.

B. The
Grantors have entered into the Safety Settlement with a purpose to induce the Lenders to make the Loans to the Corporate.

C. Segment 16
of the Safety Settlement supplies that every Subsidiary of the Corporate this is required to grow to be a celebration to the Safety Settlement shall
grow to be a Subsidiary Grantor, with the similar power and impact as though in the beginning named as a Subsidiary Grantor therein, for all functions
of the Safety Settlement upon execution and supply by means of such Subsidiary of an software within the type of this Complement. Each and every undersigned
subsidiary (every a “New Grantor”) is executing this Complement in line with the necessities of the Safety
Settlement to grow to be a Subsidiary Grantor beneath the Safety Settlement with a purpose to induce the Lenders to make the Loans.

Accordingly, the Lenders
and the New Grantors agree as follows:

SECTION 1. According
with Segment 16 of the Safety Settlement, every New Grantor by means of its signature underneath turns into a Subsidiary Grantor beneath the Safety
Settlement with the similar power and impact as though in the beginning named therein as a Subsidiary Grantor and every New Grantor hereby (a) consents
to all of the phrases and provisions of the Safety Settlement appropriate to it as a Subsidiary Grantor thereunder and (b) represents
and warrants that the representations and warranties made by means of it as a Subsidiary Grantor thereunder are true and proper on and as of
the date hereof. In furtherance of the foregoing, every New Grantor, as safety for the cost and function in stuffed with the Duties,
does hereby discount, promote, put across, assign, set over, loan, pledge, hypothecate and switch to Greenle Alpha for the advantage of the
Lenders, and hereby grants to Greenle Alpha, a Safety Pastime in all the Collateral of such New Grantor, in every case whether or not now
or hereafter present or during which it now has or hereafter acquires an curiosity. Each and every connection with a “Subsidiary Grantor”
within the Safety Settlement will be deemed to incorporate every New Grantor. The Safety Settlement is hereby included herein by means of reference.

SECTION 2. Each and every New
Grantor represents and warrants to the Lenders that this Complement has been duly approved, achieved and delivered by means of it and constitutes
its prison, legitimate and binding legal responsibility, enforceable in opposition to it in line with its phrases, topic to the results of chapter, insolvency
or equivalent legal guidelines affecting collectors’ rights in most cases and common equitable rules.

SECTION 3. This Complement
is also achieved by means of a number of of the events to this Complement on any collection of separate opposite numbers (together with by means of facsimile or different
digital transmission), and all of stated opposite numbers taken in combination will be deemed to represent one and the similar software. A suite
of the copies of this Complement signed by means of all of the events will be lodged with the Lenders and the Corporate. This Complement shall grow to be
efficient as to every New Grantor when the Lenders shall have won opposite numbers of this Complement that, when taken in combination, endure
the signatures of such New Grantor and the Lenders.

SECTION 4. Such New
Grantor hereby represents and warrants that (a) set forth on Time table I hereto is (i) the prison identify of such New Grantor, (ii) the
jurisdiction of incorporation or group of such New Grantor, (iii) the identification or form of group or company construction
of such New Grantor (iv) the Federal Taxpayer Id Quantity and organizational collection of such New Grantor and (v) the
true and proper location of the manager govt place of work and essential place of job and any place of work during which it maintains books of
information in relation to Collateral owned by means of it.

SECTION 5. Except for as
expressly supplemented hereby, the Safety Settlement shall stay in complete power and impact.

SECTION 6. This complement
and the rights and tasks of the events hereunder will be ruled by means of, and construed and interpreted in line with, the legal guidelines
of the state of Delaware.

SECTION 7. Any provision
of this Complement this is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be useless to the level
of such prohibition or unenforceability with out invalidating the remainder provisions hereof and within the Safety Settlement, and this kind of
prohibition or unenforceability in any jurisdiction shall now not invalidate or render unenforceable such provision in some other jurisdiction.
The events hereto shall undertaking in just right religion negotiations to switch the invalid, unlawful or unenforceable provisions with legitimate provisions
the commercial impact of which comes as shut as conceivable to that of the invalid, unlawful or unenforceable provisions.

SECTION 8. All notices,
requests and calls for pursuant hereto will be made in line with the Safety Settlement. All communications and notices hereunder
to every New Grantor will be given to it in care of the Corporate on the Corporate’s deal with set forth within the Safety Settlement.

IN WITNESS WHEREOF, every
New Grantor and the Lenders have duly achieved this Complement to the Safety Settlement as of the day and 12 months first above written.

	[NAME OF NEW GRANTOR]

	Through:
		Identify:
		Name:

	GREENLE PARTNERS LLC SERIES ALPHA P.S.

	Through:
		Identify:
		Name:

	GREENLE PARTNERS LLC SERIES BETA P.S.

	Through:
		Identify:
		Name:

SCHEDULE I

TO SUPPLEMENT NO. TO
THE AMENDED AND RESTATED

GUARANTY AND SECURITY AGREEMENT

Criminal Identify

and
Cope with

Jurisdiction of
Incorporation or
Group

Form of
Group or
Company
Construction

Federal Taxpayer
Id
Quantity and
Organizational
Id
Quantity

Showcase 10.4

Greenle Companions LLC Sequence Alpha P.S.

156 W Saddle River Street

Saddle River, New Jersey 07458

November 23, 2022

LuxUrban Motels Inc.

2125 Biscayne Blvd
Suite 253
Miami, Florida 33137

Gents:

Reference is made to the
Securities Acquire Settlement dated as of September 30, 2022 (the “Settlement”) between LuxUrban Motels Inc.,
a Delaware company (the “Corporate”), and Greenle Companions LLC Sequence Alpha P.S., a Delaware restricted legal responsibility
corporate (“Greenle”), as amended or supplemented to the date hereof. Phrases used however now not outlined herein have the respective
meanings set forth within the Settlement.

Pursuant to Segment 5.1(a) of
the Settlement, in reference to the Ultimate beneath the Settlement on October 20, 2022, Greenle has been issued Credit within the combination
quantity of $1,466,250 (the “Topic Credit”). Greenle hereby elects to use the Topic Credit in complete to procure
a 100% Credit score Proportion within the Earnings Proportion with recognize to the premises referred to as the Wagner Resort situated at 2 West Side road, New York,
New York 10013 (the “Wagner Belongings”).

However the provisions
of Segment 5.1(b) of the Settlement, the time period “Acceptable Proportion,” because it pertains to the Wagner Belongings
(or to any Alternative Belongings that can change the Wagner Belongings), shall imply for every of the primary twenty (20) Earnings Proportion Classes
for such Belongings, eighteen p.c (18%), and for every different Earnings Proportion Length all over the Unique Hire Time period, 3 p.c (3%);
supplied, then again, that once the Corporate makes the January 2023 bills as required beneath phrases of the Sequence D 15% OID Senior
Secured Promissory Notes of the Corporate (the “Sequence D Notes”) issued at the date hereof beneath the phrases of the Mortgage
Settlement dated as of the date hereof a few of the Corporate, Greenle and Greenle Companions LLC Sequence Beta P.S., the Acceptable Proportion
for the Wagner Belongings (or for any Alternative Belongings that can change the Wagner Belongings) will be diminished to 14 p.c (14%)
for every of the primary ten (10) Earnings Proportion Classes for such Belongings, 11 p.c (11%) for every of the following ten (10) Earnings
Proportion Classes for such Belongings and 3 p.c (3%) for every different Earnings Proportion Length all over the Unique Hire Time period; and supplied,
additional, that if the Corporate fails to make such January 2023 bills or makes such bills and thereafter fails to make some other
cost beneath the Sequence D Notes when due, the Acceptable Proportion shall reset to the unique quantity.

Greenle Companions LLC Sequence Alpha P.S.

November 23, 2022

Web page 2

If the foregoing correctly units forth our figuring out
and settlement as to the issues set forth above, please recognize your settlement by means of signing underneath and returning to me a replica of this
letter.

	Very in reality yours,

	Greenle Companions LLC Sequence Alpha P.S.

	Through:
		Identify: Alan Uryniak
		Name: Supervisor

ACKNOWLEDGED and AGREED:

LuxUrban Motels Inc.

Through:
	Identify: Brian Ferdinand
	Name: Leader Govt Officer

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