Form 8-K

8-K — VEEA INC.

Accession: 0001213900-26-088713

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001840317

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0301833-8k_veea.htm (Primary)

EX-5.1 — OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP (ea030183301ex5-1.htm)

EX-10.1 — AT MARKET ISSUANCE SALES AGREEMENT, DATED AUGUST 13, 2026, BETWEEN VEEA INC. AND ROTH CAPITAL PARTNERS, LLC (ea030183301ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 13, 2026 (August 13, 2026)

Veea Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40218

98-1577353

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address and telephone number, including area code,

of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

VEEA

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

VEEAW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

ATM Agreement

On August 13, 2026,

Veea Inc., a Delaware corporation (the “Company”), entered into an At Market Issuance Sales Agreement (the

“ATM Agreement”) with Roth Capital Partners, LLC as agent (the “Sales Agent”)

pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share (“Common

Stock”), from time to time through or to the Sales Agent, as agent or principal (the “Offering”). On August 13, 2026, the

Company also filed a prospectus supplement with the Securities and Exchange Commission (the “Commission”)

covering the sale of shares of Common Stock having an aggregate offering price of up to $4,353,000 (the “Placement

Shares”), in connection with the Offering (the “Prospectus Supplement”), along with the base

prospectus (hereafter referred to collectively with the Prospectus Supplement as the “Prospectus”), under

its existing Registration Statement on Form S-3 (File No. 333-297083), which became effective on July 1, 2026 (the

“Registration Statement”).

Upon delivery of a Placement

Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, the Sales Agent shall

use its commercially reasonable efforts to sell the Placement Shares by any method permitted by law deemed to be an “at the

market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities

Act”).

The Company will

designate the maximum amount of Common Stock to be sold through the Sales Agent in any placement under the Offering. The Company may

instruct the Sales Agent not to sell any Placement Shares if the sales cannot be effected at or above a price designated by the

Company in a Placement Notice. The Company or the Sales Agent may suspend the offering of the Placement Shares being made through

the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right,

by giving five (5) days’ written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each

party’s sole discretion at any time. The Sales Agent may also terminate the ATM Agreement, by notice to the Company,

upon the occurrence of certain events as described in the ATM Agreement including, without limitation, if there has been a Material

Adverse Effect (as such term is defined in the ATM Agreement). Unless earlier terminated, pursuant to the terms of the ATM

Agreement, the ATM Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the

Sales Agent.

The ATM Agreement provides

that the Sales Agent will be entitled to aggregate compensation for its services equal to 3.0% of the gross proceeds from each sale of Placement

Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Placement Shares under the ATM

Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain

liabilities, including liabilities under the Securities Act.

The Placement Shares

will be offered and sold pursuant to the Registration Statement, and offerings of the Placement Shares will be made only by means of the

Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares,

nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of such state.

The foregoing description

of the material terms of the ATM Agreement is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of

which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The legal opinion of

Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Placement Shares being offered is filed as Exhibit 5.1 to

this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

5.1

Opinion of Ellenoff Grossman & Schole LLP

10.1

At Market Issuance Sales Agreement, dated August 13, 2026, between Veea Inc. and Roth Capital Partners, LLC

23.1

Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Veea Inc.

Date: August 13, 2026

By:

/s/ Greg Deisher

Name:

Greg Deisher

Title:

Acting Chief Financial Officer and

Chief Operating Officer

EX-5.1 — OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

EX-5.1

Filename: ea030183301ex5-1.htm · Sequence: 2

Exhibit 5.1

1345 AVENUE OF THE AMERICAS,

11th

FLOOR

NEW YORK, NEW YORK 10017

TELEPHONE: (212) 370-1300

FACSIMILE: (212) 370-7889

www.egsllp.com

August 13, 2026

Veea Inc.

164 E. 83rd Street,

New York, NY 10028

Re: Registration Statement on Form S-3 (333-297083)

Ladies and Gentlemen:

We have acted as counsel to Veea Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration

statement (the “Registration Statement”), the base prospectus dated July 1, 2026 (the “Base Prospectus”) and the

prospectus supplement dated August 13, 2026 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”),

relating to the offering by the Company of up to $4,353,000 of shares (the “Shares”) of the Company’s common stock,

par value $0.0001 per share (“Common Stock”). The Shares are covered by the Registration Statement and we understand that

the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the

Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.

For purposes of this opinion,

we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of

our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals,

the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed

the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments

relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver

and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate

or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations

of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of

public officials.

Based upon and subject to

the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus,

will be validly issued, fully paid and non-assessable,.

We express no opinion as

to matters governed by any laws other than the Delaware General Corporation Law, the laws of the State of New York and the federal

securities laws of the United States of America, all as in effect on the date hereof.

We consent to the filing of

this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on August 13, 2026, which is incorporated

by reference in the Prospectus. We also consent to the reference of our firm under the caption “Experts” in the Prospectus

and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of

persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations

of the Securities and Exchange Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the

Prospectus within the meaning of the term “expert” as used in the Securities Act of 1933, as amended, or the related rules

and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Ellenoff Grossman & Schole LLP

Ellenoff Grossman & Schole LLP

EX-10.1 — AT MARKET ISSUANCE SALES AGREEMENT, DATED AUGUST 13, 2026, BETWEEN VEEA INC. AND ROTH CAPITAL PARTNERS, LLC

EX-10.1

Filename: ea030183301ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

VEEA INC.

Common Stock

($0.0001 par value per share)

Sales Agreement

August 13, 2026

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Ladies and Gentlemen:

Veea Inc., a Delaware corporation

(the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the

“Agent”), as follows:

1. Issuance

and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the

conditions set forth herein, it may issue and sell through or to the Agent, shares (the “Placement Shares”) of common

stock of the Company, $0.0001 par value per share (the “Common Stock”), provided, however, that in no event

shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number or dollar amount of shares of

Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued

shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein,

the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued

and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with

such compliance. The issuance and sale of Placement Shares through or to Agent will be effected pursuant to the Registration Statement

(as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),

although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement

Shares.

The Company has filed, in

accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities

Act”), with the Commission a registration statement on Form S-3 (File No. 333-297083), including a base prospectus, relating

to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference

documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended,

and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically

relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration

statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration

statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise

requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated

by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission

pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B

of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act

by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base

prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented

by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company

with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus

(defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus

or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated

by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with

respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof

of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”).

For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto

shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System,

or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).

2. Placements.

Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will

notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of

Placement Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that

may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the

form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company

set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be

addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time.

The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any

reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the

Company suspends or terminates the Placement Notice or (iv) the Agreement has been terminated under the provisions of

Section 12. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with

the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly

acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or

any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such

Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a

conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will

control.

3. Sale

of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement

Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal

laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares

up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation

to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made

sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company

to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company,

with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives

from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed

to be an “at the market offering” as defined in Rule 415 of the Securities Act.

4. Suspension

of Sales.

(a) The

Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the

other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the

notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence

to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares; provided, however, that

such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to

the receipt of such notice. Each party agrees that no such notice under this Section 4 shall be effective against any other party

unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.

(b) Notwithstanding

any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the

Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement

Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.

5. Sale

and Delivery to the Agent; Settlement.

(a) Sale

of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions

herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described

therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period

specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices

to sell such Placement Shares up to the amount specified in such Placement Notice, and otherwise in accordance with the terms of such

Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling

Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not

sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its

normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and

(iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except

as otherwise agreed by the Agent and the Company.

(b) Settlement

of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares

will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following

the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company

on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate

sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such

sales payable by the Company pursuant to Section 2 hereof, (ii) any transaction fees imposed by any governmental or self-regulatory

organization in respect of such sales and (iii) any order management or electronic trading network execution costs incurred by the Agent

in connection with sales of Placement Shares where the gross sales price for such trades is less than the Minimum Execution Price.

of Placement Shares. On each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent

to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the

Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through

its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto

which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent

will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date.

The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares

on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a)

hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),

as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay

to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

(d) Limitations

on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after

giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement

would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the

amount available for offer and sale under the Registration Statement and (C) the amount authorized from time to time to be issued

and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive

committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement

Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of

directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Further,

under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to this Agreement

to exceed the Maximum Amount.

6. Representations

and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents),

the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and as of each Applicable Time

(as defined below), unless such representation, warranty or agreement specifies a different date or time:

(a) Registration

Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with

the conditions for the use of Form S-3 under the Securities Act. As of each Applicable Time, the Registration Statement has been filed

with the Commission and declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the

section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing

or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement

and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and

comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described

in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed.

Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference

therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR,

to Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the

distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement

Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which Agent has consented. The

Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in

compliance with the listing or maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future

continue to be in compliance with all such listing and maintenance requirements.

(b) No Misstatement

or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement

thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements

of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material

respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will

not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make

the statements therein not misleading. The Prospectus and any amendment or supplement thereto, on the date thereof and at each Applicable

Time (defined below), did not and will not include an untrue statement of a material fact or omit to state a material fact necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents did

not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue

statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements

in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements

in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent

specifically for use in the preparation thereof.

with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment

or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities

Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed and will conform in all

material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

(d) Financial

Information. The financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus

and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects,

the financial position of the Company as of the dates indicated and the results of operations, cash flows and changes in stockholders’

equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange

Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent

basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited

interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or

summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during the periods

involved; the other financial and statistical data with respect to the Company contained or incorporated by reference in the Registration

Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis

consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma)

that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or

incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including

any off-balance sheet obligations), not described in the Registration Statement(excluding the exhibits thereto), and the Prospectus; and

all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses,

if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply

in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent

applicable.

(e) Conformity

with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this

Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except

to the extent permitted by Regulation S-T.

(f) Organization.

The Company is duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization.

The Company is, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under

the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license or

qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business as described

in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or

authority would not, individually or in the aggregate, have a material adverse effect on or affecting the assets, business, operations,

earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company

or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

(g) Subsidiaries.

The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries

listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year The Company owns directly

or indirectly, all of the equity interests of its subsidiaries free and clear of any lien, charge, security interest, encumbrance, right

of first refusal or other restriction, and all the equity interests of its subsidiaries are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights.

(h) No Violation

or Default. The Company is not (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default,

and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance

of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument

to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject;

or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental

or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that

would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any

material contract or other agreement to which it is a party is in default in any respect thereunder where such default would have a Material

Adverse Effect.

(i) No Material

Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus

and the Issuer Free Writing Prospectuses, if any, (including any document deemed incorporated by reference therein), there has not been

(i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation or liability,

direct or contingent (including any off-balance sheet obligations), incurred by the Company which is material to the Company, (iv) any

material change in the capital stock or outstanding long-term indebtedness (other than (A) the grant of additional awards under equity

incentive plans, (B) changes in the number of outstanding Common Stock due to the issuance of shares upon exercise or conversion

of securities exercisable for or convertible into Common Stock outstanding on the date hereof, (C) any repurchase of capital stock

of the Company, (D) as a result of the sale of Placement Shares, or (E) other than as publicly reported or announced), or (v) any

dividend or distribution of any kind declared, paid or made on the capital stock of the Company other than in each case above in the ordinary

course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by

reference therein).

(j) Capitalization.

The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other

than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or

similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the

Prospectus as of the dates referred to therein (other than the grant of additional options and restricted stock units under the Company’s

existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares

upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and such

authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description

of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. As

of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe

for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares

of capital stock or other securities.

(k) Authorization;

Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated

hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of

the Company enforceable in accordance with its terms, except (i) to the extent that enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles

and (ii) the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities

laws and public policy considered in respect thereof.

(l) Authorization

of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the

Company or a duly authorized committee thereof, against payment therefor as provided herein, will be duly and validly authorized and issued

and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory

or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12

of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in

or incorporated into the Prospectus.

(m) No Consents

Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental

or regulatory authority is required for the execution, delivery and performance by the Company this Agreement, the issuance and sale by

the Company of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as

may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”)

or the Exchange in connection with the sale of the Placement Shares by the Agent.

(n) No Preferential

Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each,

a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common

Stock or shares of any other capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights,

rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any

Common Stock or shares of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an

underwriter or as a financial advisor to the Company in connection with the offer and sale of Common Stock, and (iv) no Person has

the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other

capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the

offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement

Shares as contemplated thereby or otherwise.

(o) Independent

Public Accountant. PKF O’Connor Davies, LLP (the “Accountant”), whose report on the financial statements

of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission

and incorporated into the Registration Statement and the Prospectus, are and, during the periods covered by their report, were an independent

registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Public Company Accounting

Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements

of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

(p) Enforceability

of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid and binding

obligations of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability may

be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general

equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities

laws or public policy considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, would

not reasonably be expected to have a Material Adverse Effect.

(q) No Litigation.

There are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal,

governmental or regulatory investigations, to which the Company is a party or to which any property of the Company is the subject that,

individually or in the aggregate, if determined adversely to the Company would have a Material Adverse Effect or materially and adversely

affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge, no such actions,

suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there

are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the

Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents that

are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.

(r) Licenses

and Permits. The Company possesses or has obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizations

issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory

authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses

as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess,

obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company

has not received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe

that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) No

Material Defaults. The Company has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or

more long-term leases, which defaults, individually or in the aggregate, have a Material Adverse Effect. The Company has not filed a report

pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i)

has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness

for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably

be expected to have a Material Adverse Effect

(t) S-3

Eligibility. At the time the Registration Statement was or will be declared effective, and at the time the Company’s most recent

Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of

Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable. As of the close

of trading on the Exchange on the date hereof, the aggregate market value of the outstanding voting and non-voting common equity (as defined

in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that

directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company)

(the “Non-Affiliate Shares”), was approximately $13,061,451 million (calculated by multiplying (x) the price at which the

common equity of the Company was last sold on the Exchange on June 15, 2026 times (y) the number of Non-Affiliate Shares). The Company

is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months

previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction

I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

(u)

Certain Market Activities. Neither the Company nor, to the Company’s knowledge, any of its directors, officers or controlling

persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause or result

in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of the Placement Shares.

(v) Broker/Dealer

Relationships. Neither the Company nor any related entities (i) is required to register as a “broker” or “dealer”

in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls

or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in

the FINRA Manual).

(w) No Reliance.

The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the

offering and sale of the Placement Shares.

(x) Taxes.

The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown

thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith. Except as otherwise

disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company

which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no

knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened

against it which reasonably would be expected to have a Material Adverse Effect.

(y) Title

to Real and Personal Property. The Company has good and valid title in fee simple to all items of real property and good and valid

title to all personal property described in the Registration Statement or Prospectus as being owned by it that are material to the business

of the Company, in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere

with the use made and proposed to be made of such property by the Company or (ii) would not reasonably expected, individually or

in the aggregate, to have a Material Adverse Effect. Any real property described in the Registration Statement or Prospectus as being

leased by the Company is held by it under valid, existing and enforceable leases, except those that (A) do not materially interfere

with the use made or proposed to be made of such property by the Company or (B) would not be reasonably expected to have a Material

Adverse Effect.

(z) Intellectual

Property. The Company owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered

and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how

(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively,

the “Intellectual Property”), necessary for the conduct of its business as conducted as of the date hereof, except

to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect; the Company has not received any written notice of any claim of infringement

or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision,

would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings

or interference proceedings against the Company challenging the Company’s rights in or to or the validity of the scope of any of

the Company’s patents, patent applications or proprietary information.

(aa) Environmental Laws.

The Company (i) is in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions

and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants

or contaminants (collectively, “Environmental Laws”); (ii) has received and is in compliance with all permits,

licenses or other approvals required of it under applicable Environmental Laws to conduct its businesses as described in the Registration

Statement and the Prospectus; and (iii) has not received notice of any actual or potential liability for the investigation or remediation

of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses

(i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or

liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(bb) Disclosure Controls.

The Company maintains systems of internal controls designed to provide reasonable assurance that (i) transactions are executed in

accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation

of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in

accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is not aware

of any material weaknesses in its internal control over financial reporting (other than as set forth in the Prospectus). Since the date

of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures

to ensure that material information relating to the Company is made known to the certifying officers by others within those entities,

particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may

be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures

as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation

Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers

about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation

Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of

Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s

internal controls. To the knowledge of the Company, the Company’s “internal controls over financial reporting” and “disclosure

controls and procedures” are effective.

(cc) Sarbanes-Oxley.

The Company is not aware of any failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply with any applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations promulgated thereunder

in all material respects. Each of the principal executive officer and the principal financial officer of the Company (or each former principal

executive officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications

required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents

required to be filed by it or furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal

executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley

Act.

(dd) Finder’s Fees.

The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the

transactions herein contemplated, except as may otherwise exist with respect to Agent pursuant to this Agreement.

(ee) Labor Disputes.

No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is threatened which

would be reasonably likely to have a Material Adverse Effect

(ff) Investment Company

Act. The Company is not or after giving effect to the offering and sale of the Placement Shares, will not be an “investment

company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

(gg) Operations. The

operations of the Company are and have been conducted at all times in compliance with applicable financial record keeping and reporting

requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions

to which the Company is subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), except as would not

have a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental agency, authority or body or

any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(hh) Off-Balance Sheet

Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge

of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose

or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected to affect materially

the Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions

described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of

Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

(ii) Underwriter

Agreements. Other than with respect to this Agreement and the Common Stock Purchase Agreement between the Company and White Lion Capital,

LLC, dated December 2, 2024, as amended on June 2, 2025 and January 14, 2026, the Company is not a party to any agreement with an agent

or underwriter for any other “at the market” or continuous equity transaction.

(jj) ERISA. To the

knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any

of its affiliates for employees or former employees of the Company has been maintained in material compliance with its terms and the requirements

of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as

amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975

of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions

effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412

of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has

been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued

but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(kk) Forward Looking Statements.

No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act)

(a “Forward Looking Statement”) contained in the Registration Statement and the Prospectus has been made or reaffirmed

without a reasonable basis or has been disclosed other than in good faith. The Forward Looking Statements incorporated by reference in

the Registration Statement and the Prospectus from the Company’s Annual Report on Form 10-K for the fiscal year most recently ended

(i) are within the coverage of the safe harbor for forward looking statements set forth in Section 27A of the Securities Act,

Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable

basis and in good faith and reflect the Company’s good faith commercially reasonable best estimate of the matters described therein,

and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Securities Act.

(ll) Agent Purchases.

The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted under the Securities

Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided, that (i) no

such purchase or sales shall take place while a Placement Notice is in effect (except to the extent each Agent may engage in sales of

Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the

Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.

(mm) Margin Rules.

Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described

in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System

or any other regulation of such Board of Governors.

(nn) Insurance. The

Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate for

the conduct of its business and as is customary for companies engaged in similar businesses in similar industries.

(oo) No Improper

Practices. (i) Neither the Company, nor to the Company’s knowledge, any of its executive officers has, in the past five

years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation

of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office

or other person charged with similar public or quasi-public duty in violation of any law or of the character required to be disclosed

in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge,

any affiliate of the Company, on the one hand, and the directors, officers and stockholders of the Company, that is required by the Securities

Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect,

exists between or among the Company, or any affiliate of the Company, on the one hand, and the directors, officers, stockholders or directors

of the Company that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so

described; (iv) there are no material outstanding loans or advances or material guarantees of indebtedness by the Company to or for

the benefit of any of its officers or directors or any of the members of the families of any of them; (v) the Company has not offered,

or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier

of the Company to alter the customer’s or supplier’s level or type of business with the Company or (B) a trade journalist

or publication to write or publish favorable information about the Company or any of its products or services, and, (vi) neither

the Company nor, to the Company’s knowledge, any employee or agent of the Company has made any payment of funds of the Company or

received or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices

Act of 1977, which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement or

the Prospectus).

(pp) Compliance with Applicable

Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not conducting business

in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure

to be so in compliance would not result in a Material Adverse Effect.

(qq) [Reserved].

(rr) No Misstatement

or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable

Time (as defined in Section 24 below), did not, does not and will not include any information that conflicted, conflicts or

will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed

to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from

any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically

for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company consists of “Agent

Information” as defined below.

(ss) No Conflicts.

Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the

transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will

conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under,

or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the

Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or

assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts,

breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions

of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of any statute or

any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other

government body having jurisdiction over the Company.

(tt) OFAC. Neither

the Company or any director, officer, agent, employee, affiliate or representative of the Company is a government, individual or entity

(in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is, currently subject to any

U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),

the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury

(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor located, organized

or resident in a country or territory that is the subject of Sanctions; provided however, that for the purposes of this paragraph (tt),

no person shall be an affiliate of the Company solely by reason of owning less than a majority of any class of voting securities of the

Company. The Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute

or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing

the activities of any person currently subject to any U.S. sanctions administered by OFAC. The Company represents and covenants that,

except as detailed in the Prospectus, since April 24, 2019, the Company has not knowingly engaged in, is not now knowingly engaged in,

and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing

or transaction is or was the subject of Sanctions.

(uu) Stock Transfer Taxes.

On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with

the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company

and all laws imposing such taxes will be or will have been fully complied with.

(vv) Statistical and Market-Related

Data. The statistical, demographic and market-related data included in the Registration Statement and Prospectus are based on or derived

from sources that the Company believes to be reliable and accurate or represent the Company’s good faith estimates that are made

on the basis of data derived from such sources and the Company has obtained the written consent to the use of such data from such sources

to the extent required.

(ww) IT Systems. (i)(x)

To the knowledge of Company, there has been no security breach or other compromise of any Company’s information technology and computer

systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third

party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y)

the Company has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in,

any security breach or other compromise to their IT Systems and Data; (ii) the Company is presently in material compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii),

individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology

consistent with industry standards and practices.

(xx) Compliance

with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable

state and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA, and the European Union General

Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure

compliance with the Privacy Laws, the Company has in place, complies with, and takes appropriate steps to ensure compliance in all material

respects with their policies and procedures relating to data privacy and security and the collection, storage, use, processing, disclosure,

handling, and analysis of Personal Data and Confidential Data (the “Policies”). The Company has at all times made all

disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made

or contained in any Policy have been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material

respect. The Company further certifies that neither it nor any subsidiary: (i) has received notice of any actual or potential liability

under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that

would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes

any obligation or liability under any Privacy Law.

Any certificate signed by

an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall

be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.

7. Covenants

of the Company. The Company covenants and agrees with Agent that:

(a) Registration

Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares

is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant

to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent promptly

of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed

with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the

Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company

will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration

Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution

of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company

of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the

Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing

shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any

amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the

Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent

has not objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of

any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company

in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent

an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and

provided, further, that the only remedy Agent shall have with respect to the failure to by the Company to obtain such consent shall be

to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document

that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available

via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required

pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by

reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination

to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion

or reasonable objections, shall be made exclusively by the Company).

(b) Notice

of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the

issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the

suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening

of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop

order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives

any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any

Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information

related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon

it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or

any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant

to Rule 430A under the Securities Act, it will use its best efforts to comply with the provisions of and make all requisite filings with

the Commission pursuant to said Rule 430A and to notify the Agent promptly of all such filings. If during the Prospectus Delivery Period

any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact

or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading,

or if during the Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or Prospectus to comply

with the Securities Act, the Company will promptly notify Agent to suspend the offering of Placement Shares during such period and the

Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such

statement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement,

if in the judgment of the Company, it is in the best interests of the Company.

(d) Listing

of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause the

Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such jurisdictions

as Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement

Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer

in securities or file a general consent to service of process in any jurisdiction.

(e) Delivery

of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the Company) copies

of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements

to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents

filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably

practicable and in such quantities as the Agent may from time to time reasonably request and, at Agent’s request, will also furnish

copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company

shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.

(f) Earnings

Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than

15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies

the provisions of Section 11(a) and Rule 158 of the Securities Act.

(g) Use

of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

(h) Notice

of Other Sales. Without the prior written consent of Agent, the Company will not, directly or indirectly, offer to sell, sell, contract

to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement)

or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the

period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (2nd) Trading

Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the

Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of

such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction

offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares

offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase

or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in

connection with the Company’s issuance or sale of (i) Common Stock, restricted stock units, options to purchase Common Stock or

Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership

plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan)

of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities or the exercise

of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise

in writing to the Agent, and (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a

negotiated transaction to vendors, customers, strategic partners or potential strategic partners, acquisition candidates or other investors

conducted in a manner so as not to be integrated with the offering of Common Stock hereby.

(i) Change

of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall

have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any

opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

(j) Due

Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives

in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents

and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably

request.

(k) Required

Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require, the

Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities

Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within

the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company and the compensation payable

by the Company to the Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus

supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange

or market.

(l) Representation

Dates; Certificate. On or prior to the date of the First Placement Notice given hereunder, and within five (5) trading days of

each time the Company:

(i) files

the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering

of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means

of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Placement Shares;

(ii) files

an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material

amendment to the previously filed Form 10-K);

(iii) files

a quarterly report on Form 10-Q under the Exchange Act; or

(iv) files a current

report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02

or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain

properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the

Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a

“Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the

Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached

hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is

pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares,

the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date

Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver

shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar

quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver

shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the

foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on

such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement

Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated

the date of the Placement Notice.

(m) Legal

Opinion. On or prior to the date of the First Placement Notice given hereunder, the Company shall cause to be furnished to the Agent

a written opinion and negative assurance letter of Ellenoff Grossman & Schole LLP (“Company Counsel”), or other

counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, and a written opinion of Marbury Law Group

(“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and

its counsel. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated

to deliver a Representation Date Certificate for which no waiver is applicable, the Company shall cause to be furnished to the Agent a

negative assurance letter of Company Counsel in form and substance satisfactory to Agent and its counsel; provided however, if no placement

notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares,

the Company shall provide the Agent with such negative assurance letter; provided, further, that in lieu of such negative assurance letter

for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”)

to the effect that the Agent may rely on a prior negative assurance letter delivered under this Section 7(m) to the same extent as

if it were dated the date of such letter (except that statements in such prior negative assurance letter shall be deemed to relate to

the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

(n) Comfort

Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect

to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable,

the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the

date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however, if no Placement

Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares,

the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested by the Agent, the Company shall cause

a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction

or event, including the restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent

accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent public accounting

firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating,

as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered

by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter,

the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have

been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement

and the Prospectus, as amended and supplemented to the date of such letter.

(o) Market

Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes

or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock, or pay anyone any compensation for soliciting

purchases of the Placement Shares other than the Agent.

(p) Investment

Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not become, at any time

prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act.

(q) No Offer

to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder,

neither the Agent nor the Company (including its agents and representatives, other than Agent in their capacity as such) will make, use,

prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed

with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

(r) Sarbanes-Oxley

Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls

in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide

reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial

statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s

and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

The Company will use commercially reasonable efforts to maintain such controls and other procedures, including, without limitation, those

required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that

information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the Commission’s rules and forms, including, without limitation, controls

and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under

the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal

financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and

to ensure that material information relating to the Company is made known to it by others within the Company, particularly during the

period in which such periodic reports are being prepared.

8. Payment

of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the

preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements

and exhibits) as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary, (ii) the

printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase,

sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for

the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or

taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel,

accountants and other advisors to the Company, (v) the reasonable out-of-pocket expenses of Agent, including fees and disbursements

of counsel to the Agent up to $75,000 (which amount shall include all fees and disbursements of such counsel described in clause (ix)

below) and quarterly disbursements of counsel to the Agent up to $7,500 per calendar quarter, (vi) the printing and delivery to the

Agent of copies of any Permitted Issuer Free Writing Prospectus (defined below) and the Prospectus and any amendments or supplements thereto

in such number as the Agent shall deem necessary, (vii) the preparation, printing and delivery to the Agent of copies of the blue

sky survey and any Canadian “wrapper” and any supplements thereto, in such number as the Agent shall deem necessary, (viii) the

fees and expenses of the transfer agent and registrar for the Common Stock, (ix) the fees and expenses incident to any review by

FINRA of the terms of the sale of the Placement Shares, including fees and expenses of counsel to the Agent, and (x) the fees and

expenses incurred in connection with the listing of the Placement Shares on the Exchange.

9. Conditions

to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing

accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its

obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to

the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

(a) Registration

Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement Shares

contemplated to be issued by any Placement Notice.

(b) No Material

Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional

information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration

Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus;

(ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness

of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification

with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction

or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material

statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein

by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus or

documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in

the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading.

or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or

supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits to state a

fact that in the Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein

not misleading.

(d) Material

Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall

not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse

Effect, or any development that could reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of

the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public

announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other

than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable

judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make

it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the

Prospectus.

(e) Legal

Opinion. The Agent shall have received the opinions of Company Counsel required to be delivered pursuant Section 7(m) on or before

the date on which such delivery of such opinion is required pursuant to Section 7(m).

(f) IP

Opinion. The Agent shall have received the opinions of Company IP Counsel required to be delivered pursuant Section 7(m) on or

before the date on which such delivery of such opinion is required pursuant to Section 7(m).

(g) Comfort

Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or before the date

on which such delivery of such Comfort Letter is required pursuant to Section 7(n).

(h) Representation

Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the

date on which delivery of such certificate is required pursuant to Section 7(l).

(i) Secretary’s

Certificate. On the date of this Agreement, the Agent shall have received a certificate, signed on behalf of the Company by its corporate

Secretary, in form and substance satisfactory to the Agent and its counsel.

(j) No Suspension.

Trading in the Common Stock shall not have been suspended on the Exchange, and the Common Stock shall not have been delisted from the

Exchange.

(k) Other

Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall

have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request. All

such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Company will furnish the

Agent with such conformed copies of such opinions, certificates, letters and other documents as the Agent shall reasonably request.

(l) Securities

Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance

of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

(m) Approval

for Listing. The Placement Shares shall either have been approved for listing quotation on the Exchange, subject only to notice of

issuance, or the Company shall have filed an application for listing quotation of the Placement Shares on the Exchange at, or prior to,

the issuance of any Placement Notice.

(n) No Termination

Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).

10. Indemnification

and Contribution.

(a) Company

Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees

and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20

of the Exchange Act as follows:

(i) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue

statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission

or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,

or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus

or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount

paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Agent, which consent shall

not unreasonably be delayed or withheld; and

(iii) against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing

or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or

any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent

that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall

not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue

statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly

for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or

any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company

consists of “Agent Information” as defined below.

(b) Agent

Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed

the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all

loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect

to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto)

or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and

furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information

that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus, any Prospectus Supplement

or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the ninth paragraph under

the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).

Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice of commencement

of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 10,

notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to

notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified

party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified party under the foregoing

provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or

defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party

of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written

notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly

with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the

indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying

party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable

costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have

the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense

of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying

party, (2) the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available

to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict

or potential conflict exists (based on written advice of counsel to the indemnified party) between the indemnified party and the indemnifying

party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified

party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time

after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges

of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements

and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party

or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying

party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not,

in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall,

without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending

or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified

party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified

party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement

as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the

Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative,

legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding

or any claim asserted, but after deducting any contribution received by the Company from persons other than the Agent, such as persons

who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors

of the Company, who also may be liable for contribution) to which the Company and the Agent may be subject in such proportion as shall

be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative

benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total

net proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation

received by the Agent (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation

provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion

as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company,

on the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability,

expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.

Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent

of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The

Company and the Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(d) were to be determined

by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.

The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect

thereof, referred to above in this Section 10(d) shall be deemed to include, for the purpose of this Section 10(d), any legal

or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim

to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(d), the Agent

shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(d), any person who controls a

party to this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of the Agent,

will have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement will have

the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly

after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under

this Section 10(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will

not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 10(d)

except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party

from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no

party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required

pursuant to Section 10(c) hereof.

11. Additional

Covenants.

(a) Representations

and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange

Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states

in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term

of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations

of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration

or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and

regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the

Placement Shares.

(b) Representations

and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of this Agreement and all

representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective

dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of

their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor

or (iii) any termination of this Agreement.

12. Termination.

(a) The

Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the

time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect,

or any development that is reasonably likely to have a Material Adverse Effect or, in the sole judgment of the Agent, is material and

adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares,

(2) if there has occurred any material adverse change in the financial markets in the United States or the international financial

markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective

change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it,

in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the

Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading

generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any

suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing,

(5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing,

or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without

liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification),

Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of

Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement

as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 13 (Notices).

(b) The

Company shall have the right, by giving five (5) days’ written notice as hereinafter specified, to terminate this Agreement in its

sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall

remain in full force and effect notwithstanding such termination.

Agent shall have the right, by giving five (5) days’ written notice as hereinafter specified, to terminate this Agreement in its

sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall

remain in full force and effect notwithstanding such termination.

(d) Unless

earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of

the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8,

Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such

termination.

(e) This

Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise

by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide

that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect.

(f) Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination

shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may

be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle

in accordance with the provisions of this Agreement.

(g) Subject

to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the

sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.

13. Notices.

All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement

shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attention: Capital Markets

Email: rothecm@roth.com

and

Duane Morris LLP

22 Vanderbilt

335 Madison Avenue, 23rd Floor

New York, NY 10017

Attn: Dean M. Colucci

E-mail: dmcolucci@duanemorris.com

and if to the Company, shall be delivered to:

Veea Inc.

164 E. 83rd Street

New York, NY 10028

Attn: Allen Salmasi; Greg Deisher

E-mail: allen@veea.com; greg.deisher@veea.com

with a copy to:

Ellenoff Grossman & Schole LLP

1345 6th Ave

New York, NY 10105

Attn: Jonathan Deblinger

E-mail: jdeblinger@egsllp.com

Each party to this Agreement

may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each

such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with

an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the

next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and

(iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,

postage prepaid).

An electronic communication

(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic

mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending

Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall

be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to

the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

14. Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors

and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to any of the parties

contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,

express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns

any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided,

however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s

consent.

15. Adjustments

for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to

take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.

16. Entire

Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued

pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both

written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be

amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions

contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent

jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,

and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision

was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof

shall be in accordance with the intent of the parties as reflected in this Agreement.

17. GOVERNING

LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

18. CONSENT

TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN

THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED

HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY

SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE

OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS

BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)

TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT

SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY

MANNER PERMITTED BY LAW.

19. Use

of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated by

this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.

20. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission.

21. Effect

of Headings. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

22. Permitted

Free Writing Prospectuses.

The Company represents, warrants and agrees that,

unless it obtains the prior consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent

of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing

Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed

with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter

referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that

it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,

and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including

timely filing with the Commission where required, legending and record keeping.

23. Absence

of Fiduciary Relationship.

The Company acknowledges and

agrees that:

(a) The

Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction

contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company

or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,

and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective

of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with

respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

(b) it

is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement

and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

(d) it

is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those

of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,

advisory or agency relationship or otherwise; and

(e) it

waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach

of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not have any liability

(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting

a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the

Agent’s obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent’s counsel

confidential to the extent not otherwise publicly-available.

24. Definitions.

As used in this Agreement,

the following terms have the respective meanings set forth below:

“Applicable Time”

means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement, and (iii) each

Settlement Date.

“Business Day”

shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

“Issuer Free Writing

Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement Shares

that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written

communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is

exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that

does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be

filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“Minimum Execution Price”

means $1.00 per share.

“Rule 172,”

“Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,”

and “Rule 433” refer to such rules under the Securities Act.

“Trading Day”

means any day on which shares of Common Stock are purchased and sold on the Exchange.

All references in this Agreement

to financial statements and schedules and other information that is “contained,” “included” or “stated”

in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,

as the case may be.

All references in this Agreement

to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy

filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer

Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include

the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the

Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with

any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.

If the foregoing correctly

sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon

this letter shall constitute a binding agreement between the Company and the Agent.

Very truly yours,

VEEA INC.

By:

/s/ Greg Deisher

Name:

Greg Deisher

Title:

Acting CFO & COO

ACCEPTED as of the date first-above written:

ROTH CAPITAL PARTNERS, LLC

By:

/s/ Seth Appel

Name:

Seth Appel

Title:

Head of ATMs and Equity Alternatives

SCHEDULE 1

________________________

FORM OF PLACEMENT NOTICE

__________________________

From:

VEEA INC.

To:

ROTH CAPITAL PARTNERS, LLC

Attention:

Subject:

Placement Notice

Date:

Gentlemen:

Pursuant to the terms and

subject to the conditions contained in the Sales Agreement between, Veea Inc. (the “Company”) and Roth Capital Partners, LLC

(“Agent”), dated August 13, 2026, the Company hereby requests that the Agent sell up to ____________ of the Company’s

Common Stock, $0.0001 par value per share, at a minimum market price of $_______ per share, during the time period beginning [month, day,

time] and ending [month, day, time].

SCHEDULE 2

__________________________

Compensation

__________________________

The Company shall pay to the Agent in cash, upon

each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares.

SCHEDULE 3

__________________________

Notice Parties

__________________________

The Company

Allen Salmasi

allen@veea,com

Greg Deisher

greg.deisher@veea.com

The Agent

Lou Ellis

LEllis@roth.com

Nazan Akdeniz

NAkdeniz@roth.com

Seth Appel

SAppel@roth.com

With a copy to RothECM@roth.com

EXHIBIT 7(m)

Form of Representation Date Certificate

____________________, 20__

This Representation Date Certificate

(this “Certificate”) is executed and delivered in connection with Section 7(l) of the Sales Agreement (the “Agreement”),

dated August 13, 2026, and entered into between Veea Inc. (the “Company”) and Roth Capital Partners, LLC. All capitalized

terms used but not defined herein shall have the meanings given to such terms in the Agreement

The undersigned, a duly appointed

and authorized officer of the Company, having made all necessary inquiries to establish the accuracy of the statements below and having

been authorized by the Company to execute this certificate, hereby certifies as follows:

1. As of the date of this Certificate, (i) the Registration Statement does not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein

not misleading and (ii) neither the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit

to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement

the Prospectus in order to make the statements therein not untrue or misleading.

2. Each of the representations and warranties of the Company contained in the Agreement were, when originally

made, and are, as of the date of this Certificate, true and correct in all material respects.

3. Each of the covenants required to be performed by the Company in the Agreement on or prior to the date

of the Agreement, this Representation Date, and each such other date as set forth in the Agreement, has been duly, timely and fully performed

in all material respects and each condition required to be complied with by the Company on or prior to the date of the Agreement, this

Representation Date, and each such other date as set forth in the Agreement or in the Waivers has been duly, timely and fully complied

with in all material respects.

4. Subsequent to the date of the most recent financial statements in the Prospectus, there has been no Material

Adverse Effect.

5. No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been

issued, and no proceedings for that purpose have been instituted or are pending or threatened by any securities or other governmental

authority (including, without limitation, the Commission).

The undersigned has executed

this Representation Date Certificate as of the date first written above.

VEEA INC.

By:

Name:

Title:

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v3.26.1

Cover

Aug. 13, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 13, 2026

Entity File Number

001-40218

Entity Registrant Name

Veea Inc.

Entity Central Index Key

0001840317

Entity Tax Identification Number

98-1577353

Entity Incorporation, State or Country Code

Entity Address, Address Line One

164 E. 83rd Street

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10028

City Area Code

212

Local Phone Number

535-6050

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common stock, par value $0.0001 per share

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

VEEA

Security Exchange Name

NASDAQ

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

Title of 12(b) Security

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

Trading Symbol

VEEAW

Security Exchange Name

NASDAQ

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Title of a 12(b) registered security.

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-Number 240

-Section 12

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