Form 8-K

8-K — Solidion Technology Inc.

Accession: 0001213900-26-066068

Filed: 2026-06-08

Period: 2026-06-07

CIK: 0001881551

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293897-8k_solidion.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029389701ex4-1.htm)

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT (ea029389701ex4-2.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AND THE INVESTOR PARTY THERETO (ea029389701ex10-1.htm)

EX-10.2 — PLACEMENT AGENCY AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AND TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC (ea029389701ex10-2.htm)

EX-10.3 — WAIVER TO SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY, BAYSIDE PROJECT LLC AND MADISON BOND LLC (ea029389701ex10-3.htm)

EX-99.1 — PRESS RELEASE, DATED JUNE 7, 2026 (ea029389701ex99-1.htm)

GRAPHIC (ea029389701_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293897-8k_solidion.htm · Sequence: 1

false

0001881551

2026-06-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

June 7, 2026

SOLIDION TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41323

87-1993879

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13355 Noel Rd, Suite 1100

Dallas, TX

75240

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (972) 918-5120

(Former name or former address, if changed since

last report)

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))

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

STI

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.

On June 7, 2026, Solidion

Technology, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with a new institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell,

in a private placement (the “Private Placement”), (i) 750,000 shares (the “Shares”) of common stock, par value

$0.0001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to

purchase up to 1,583,000 shares of Common Stock at an exercise price equal to $15.00 per share. The combined purchase price per Share

was $15.00 and the combined purchase price per Pre-Funded Warrant was $14.9999 (equal to the purchase price per Share minus the $0.0001

exercise price of each Pre-Funded Warrant).

The closing of the Private

Placement is expected to occur on or about June 9, 2026, subject to the satisfaction of customary closing conditions. The Company expects

to receive aggregate gross proceeds of approximately $34.99 million before deducting the fees of the Placement Agent and related offering

expenses. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company expects to receive

net proceeds of approximately $32 million. The Company intends to use the net proceeds from the offering to support the commercialization

of its patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building and testing of prototypes,

and for working capital and general corporate purposes.

The Purchase Agreement contains customary representations

and warranties, agreements of the Company and the Investor and customary indemnification rights and obligations of the parties. Pursuant

to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or

Common Stock equivalents for a period of forty-five (45) days following the effective date of the Registration Statement (as defined below),

subject to certain exceptions.

In addition, each of the Company’s directors,

executive officers and holders of more than 10% of the Common Stock (on a fully diluted basis) entered into lock-up agreements (the “Lock-Up

Agreements”) providing for a lock-up period commencing on the date of the Purchase Agreement and ending forty-five (45) days following

the effective date of the Registration Statement, during which time they have agreed not to offer for sale, sell, contract to sell, pledge

or otherwise dispose of any of the Company’s Common Stock or securities convertible into the Company’s Common Stock, subject

to certain exceptions.

A holder of Pre-Funded Warrants (together with

its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder

(together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s

affiliates) would beneficially own in excess of 4.99% (or, at the holder’s option upon issuance, 9.99%) of the number of shares

of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded

Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance and will not expire until exercised in full.

Pursuant to the Purchase Agreement, the Company

has agreed to file a registration statement on Form S-1 (or Form S-3, if available) (the “Registration Statement”) with the

Securities and Exchange Commission (the “SEC”) within fifteen (15) calendar days of the closing of the Private Placement (the

“Filing Deadline”) providing for the resale of the Shares and the shares of Common Stock underlying the Pre-Funded Warrants

(the “Warrant Shares”). The Company has agreed to use commercially reasonable efforts to cause such Registration Statement to

become effective within (x) fifteen (15) calendar days after the Filing Deadline if such Registration Statement is not subject to a full

review by the SEC and (y) sixty (60) calendar days after the Filing Deadline if such Registration Statement is subject to a full review

by the SEC.

In connection with the Private Placement, the Company

entered into a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American

Capital Partners, LLC (“Titan Partners”), pursuant to which the Company engaged Titan Partners as the placement agent (the “Placement

Agent”) in connection with the Private Placement. The Company agreed to pay the Placement Agent a fee in cash equal to 7% of the

gross proceeds, as well as to reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the reasonable

fees of legal counsel not to exceed $120,000. The Placement Agency Agreement also contains representations, warranties, indemnification

and other provisions customary for transactions of this nature.

The Company also agreed to

issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to a number of shares of Common Stock

equal to five percent (5%) of the Placement Securities sold at the closing of the Private Placement, with an exercise price equal to

115% of the purchase price per Share, or $17.25. The Placement Agent Warrants have a term of five years from the date of issuance and

are subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1).

On June 7, 2026, the Company,

Bayside Project LLC and Madison Bond LLC entered into the Waiver to the Securities Purchase Agreement (the “Waiver”), which

provided a limited waiver of the restrictive, pre-emptive anti-dilution rights, notice obligations and any other provisions in the Securities

Purchase Agreement, dated as of August 30, 2024, as amended, in order to enable the Company to participate in the Private Placement.

The foregoing summaries of the Purchase Agreement,

Pre-Funded Warrants, the Placement Agency Agreement (including the Lock-Up Agreements, a form of which is attached as an exhibit thereto),

the Placement Agent Warrants, and the Waiver do not purport to be complete and are subject to, and qualified in their entirety by, such

documents attached as Exhibits 10.1, 4.1, 10.2, 4.2 and 10.3, respectively, to this Current Report on Form 8-K (the “Form 8-K”),

which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above related

to the Private Placement are incorporated by reference into this Item 3.02. None of the Shares, Pre-Funded Warrants or Placement Agent

Warrants have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration

statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b)

promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

June 7, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is attached

hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit

99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Placement Agent Warrant

10.1

Securities Purchase Agreement, dated June 7, 2026, by and between the Company and the investor party thereto

10.2

Placement Agency Agreement, dated June 7, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC

10.3

Waiver to Securities Purchase Agreement, dated June 7, 2026, by and between the Company, Bayside Project LLC and Madison Bond LLC

99.1

Press Release, dated June 7, 2026

104

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

SIGNATURE

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.

SOLIDION TECHNOLOGIES, INC.

Date: June 8, 2026

By:

/s/ Jaymes Winters

Name:

Jaymes Winters

Title:

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029389701ex4-1.htm · Sequence: 2

Exhibit 4.1

THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED

OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD

PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT, (III) SOLIDION TECHNOLOGY,

INC. HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER

THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE

(WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM OF

PRE-FUNDED COMMON

STOCK PURCHASE WARRANT

SOLIDION TECHNOLOGY,

INC.

Warrant Shares: _______ Initial Exercise Date: _______, 2026

THIS PRE-FUNDED COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Solidion Technology, Inc., a Delaware corporation (the “Company”),

up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price

of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York

City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the

Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are

open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission. “Common Stock” means the common stock of the Company, par

value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities

Purchase Agreement” means the Securities Purchase Agreement, dated as of June [7], 2026, among the Company and each purchaser

identified on the signature pages thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities

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

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means the Securities Purchase Agreement and the Warrants.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer

agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a

similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock

so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected

in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

“Warrants”

means this Pre-Funded Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.

Section 2. Exercise.

a) Exercise of

Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or

after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares

specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless

exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise

shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,

the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice

of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of

Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in

an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number

of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price.

The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the

Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price

of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder

shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance

or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining

unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless Exercise.

This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder

shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered

pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)

of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on

the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s

delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading

hours,” or within two (2) hours after the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the

date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered

pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with

the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the Warrant Shares shall take on the characteristics of the Warrants being exercised, including holding period for purposes of Rule 144.

The Company agrees not to take any position contrary to this Section 2(c).

d) Mechanics

of Exercise.

i. Delivery of

Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent

to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian (“DWAC”) system if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by Holder, (B) the Warrant Shares are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in

compliance with the current public information requirements under Rule 144(c)(1), or (C) this Warrant is being exercised via cashless

exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder

or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by

the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the

Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of

the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the

Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this

Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise

Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of

Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason

to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay

to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based

on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading

Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until

such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the Fast Automated Securities Transfer (“FAST”) program so long as this Warrant remains outstanding and exercisable.

As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading

Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice

of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City

time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement,

the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date

and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii. Delivery of

New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its

broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common

Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise

(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a

decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common

Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional

Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole share.

vi. Charges, Taxes

and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of

Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares

of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most

recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or

(C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the

number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after

giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution

Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership

Limitation” shall be 4.99% (or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares

of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),

provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this

Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after

such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than

in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends

and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution

or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,

for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding

shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of

capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the

number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator

shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise

of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells

any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions.

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s

right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock

as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the

Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one

or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company

or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater than

50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power

of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately

prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)

on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if

it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result

of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes

of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration

based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the

Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any

different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property

to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations

of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by

a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares

of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon

exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and

with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this

Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant

and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,

may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the

obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company

and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt,

the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the

Initial Exercise Date.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to

Holder.

i. Adjustment to

Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver

to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant

Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow

Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock,

(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize

the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the

Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or

substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or

property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the

Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear

upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified,

a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of

record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of

Warrant.

a) Transferability.

This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this

Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any

transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so

assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants.

This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together

with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent

or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company

shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with

such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical

with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register.

The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

Section 5. Miscellaneous.

a) No Rights

as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or

other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth

in Section 3. Without limiting any rights of the Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section

2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to

net cash settle an exercise of this Warrant.

b) Loss, Theft,

Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to

it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the 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 herewith or with any transaction contemplated hereby or discussed

herein, 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 improper or is an inconvenient venue for such proceeding.

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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have not been registered under the Securities

Act and will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that the exemptions from

registration afforded by Rule 144 depend on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis

for sales only in limited amounts. The Holder acknowledges and agrees that the certificates representing the Warrant Shares may bear a

legend in substantially the following form and substance: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES

HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE

PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at 13355 Noel Rd, Suite 1100, Dallas, TX 75240, Attention: Vlad Prantsevich, email address: Vlad@solidiontech.com, or

such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent

by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of such Holder appearing

on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any

notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company

shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or amended

or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this

Warrant, on the other hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SOLIDION TECHNOLOGY, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

TO: SOLIDION TECHNOLOGY, INC.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the

formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant

to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account

Number:

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________________

Signature of Authorized Signatory of Investing Entity: ________________________________________

Name of Authorized Signatory: __________________________________________________________

Title of Authorized Signatory: ___________________________________________________________

Date: ______________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all

rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, _____

Holder’s Signature: _____________________

Holder’s Address: ______________________

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT

EX-4.2

Filename: ea029389701ex4-2.htm · Sequence: 3

Exhibit 4.2

THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED

OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD

PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT (“Rule 144”), (III)

SOLIDION TECHNOLOGY, INC. HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT

REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR

A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

AGENT’S PURCHASE WARRANT

Solidion

Technology, Inc.

Warrant Shares: ____________1 Initial Exercise Date:

______, 20262

Issue Date: _______, 2026

This AGENT’S PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners, LLC or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”)

and on or prior to 5:00 p.m. (New York City time) on ______, 20313 (the “Termination Date”) but not thereafter,

to subscribe for and purchase from Solidion Technology, Inc., a Delaware corporation (the

“Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of

Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in

Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Placement Agency Agreement (the

“Placement Agreement”), dated _____, 2026, between the Company and Titan Partners Group LLC, a division of American

Capital Partners, LLC, as placement agent.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy

or PDF copy submitted by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant

to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and

agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number

of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

1 Insert 5% of the total securities sold in the Offering

2 Insert the date of the Offering’s closing.

3 Insert the 5-year anniversary date of the Placement Agreement.

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $____4, subject to adjustment hereunder

(the “Exercise Price”).

c) Cashless

Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,

at the election of Holder, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) = as applicable: (i) VWAP on the Trading Day immediately preceding

the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a)

hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to

the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) at the option of the Holder, either

(a) the VWAP on either the Trading Day immediately preceding the date of the applicable Notice of Exercise or (b) the VWAP on the date

of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed

and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

“VWAP” means, for

any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed or quoted on

The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”), the

daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the

Common Stock are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock are listed or quoted on the OTCQB or OTCQX (each

as operated by OTC Markets Group, Inc., or any successor market), the volume weighted average price of the Common Stock for such date

(or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading on

the OTCQB or OTCQX Markets and if prices for the Common Stock are then reported in the OTC Pink Market published by OTC Markets Group

Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the

Common Stock so reported, or (d) in all other cases, the fair market value of a Common Stock as determined by an independent appraiser

selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of which

shall be paid by the Company.

4 Insert 115% of the public offering price of the shares.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position

contrary to this Section 2(c).

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

d) Mechanics

of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, (B) the Warrant Shares are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1), or (C) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise; provided that such liquidated damages shall not exceed five percent

of the amount subject to such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder

shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with the return

to the Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of the Holder’s right

to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored

right).

iv. [Reserved.]

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would

beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section

13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the

extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation

to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s

determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,

and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any

group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may

rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall

be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to

the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such

notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common

Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the

numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective

date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant

will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or

sell or any grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase

or other disposition) any Common Stock or Common Stock equivalents, at an effective price per share less than the Exercise Price then

in effect.

b) [Reserved.]

c) [Reserved.].

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as

a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into

or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates

a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater

than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons

making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other

business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall

have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence

of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this

Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by

a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction.

For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,

and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in

a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the

obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e)

pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable

delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which

is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the

shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this

Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of

capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the

value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting

the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory

in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and

be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any

sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is

converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the

Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar

days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be

taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of

which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to

be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become

effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their

shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect

the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,

or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during

the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be

expressly set forth herein.

Section 4. Transfer

of Warrant.

a) Transferability.

Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,

assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result

in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement

of sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject to the

foregoing restriction, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at

the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form

attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making

of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants

in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,

and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly

be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company

within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.

This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

d) Representation

by Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Registration

Rights.

a) To

the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the

Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other

than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration

would be inappropriate), then, for a period of five (5) years from the commencement of sales of the Offering, the Company shall give written

notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing

date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,

and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the

opportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writing within five (5) days

following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included

in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed

underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions

as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended

method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registration that involves

an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected

for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company (which

information shall be limited to that which is required for disclosure under the Securities Act and the forms, rules and regulations promulgated

thereunder) to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration

statement.

b) In

addition, to the extent the Company does not maintain an effective registration statement for the Warrant Shares, for a period of five

(5) years from the commencement of sales of the Offering, the Holder shall be entitled to one (1) demand right for the registration of

the Warrant Shares at the Company’s expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable

to the sale of the Warrant Shares, and fees and disbursements of counsel for the Holder) (the “Demand Registration”).

In the event of a Demand Registration, the Company shall use its commercially reasonable efforts to register the applicable Warrant Shares

within sixty (60) days after receiving the Demand Registration. All Holders of Warrant Shares proposing to distribute their securities

through a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form

with the underwriter or underwriters selected for such Demand Registration. Furthermore, each Holder must provide such information as

reasonably requested by the Company (which information shall be limited to that which is required for disclosure under the Securities

Act and the forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company may

elect to exclude such Holder from the registration statement.

c) Notwithstanding

the foregoing, the registration rights described in this Section 5 shall be subject to (i) limitations imposed by the Commission’s

rules or comments of the Commission staff in connection with its review of the registration statement for any such resale registration

and (ii) the terms and conditions of any registration rights agreement the Company has granted prior to the date of the Placement Agreement.

Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting a

Demand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the

Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statement

to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,

because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction

involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for

preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then

the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registration statement

for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this right more than twice

in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

Section 6. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

i. The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the

duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such

reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable

law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that

all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the

purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,

fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other

than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

iii. Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

e) Governing

Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions

contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the

State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws

principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees

that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall

be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the

Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,

and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District

Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees

to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court

of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that

service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight

delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service

of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery

shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF

OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY

WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT

AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have not been registered under the Securities

Act and will have restrictions upon resale imposed by U.S. state and federal securities laws. The Holder understands that the exemptions

from registration afforded by Rule 144 depend on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the

basis for sales only in limited amounts. The Holder acknowledges and agrees that the certificates representing the Warrant Shares may

bear a legend in substantially the following form and substance: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE

SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED

FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION

OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)

THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF

DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 12 of the

Placement Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SOLIDION TECHNOLOGY, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: Solidion Technology,

Inc.

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares

as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number

of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ___________________________________________________

________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity:

_________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

Date: ___________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, _____

Holder’s Signature: _____________________

Holder’s Address: ______________________

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AND THE INVESTOR PARTY THERETO

EX-10.1

Filename: ea029389701ex10-1.htm · Sequence: 4

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of June 7, 2026, between Solidion Technology, Inc., a Delaware corporation (the “Company”),

and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Investor”

and collectively the “Investors”).

WHEREAS, the Company

and the Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by Section

4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act (as defined below);

WHEREAS, the Company

desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and

subject to the conditions stated in this Agreement, shares (the “Shares”) of the Company’s common stock, par

value $0.0001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock substantially

in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) (collectively, the “Securities”);

WHEREAS, the Company

has agreed to provide certain registration rights with respect to the Shares and the Warrant Shares (as defined below) under the Securities

Act and applicable state securities laws, as set forth in this Agreement.

NOW THEREFORE, in consideration

of the mutual agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not

jointly, agree as follows:

1. Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Agreement”

has the meaning set forth in the recitals.

“Amended and Restated

Bylaws” means the Amended and Restated Bylaws of the Company, as currently in effect.

“Amended and Restated

Certificate of Incorporation” means the Second Amended and Restated Certificate of Incorporation of the Company, as currently

in effect.

“Benefit Plan”

or “Benefit Plans” means employee benefit plans as defined in Section 3(3) of ERISA and all other employee benefit

practices or arrangements, including, without limitation, any such practices or arrangements providing severance pay, sick leave, vacation

pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other

stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained

by the Company or to which the Company or any of its subsidiaries is obligated to contribute for employees or former employees of the

Company and its subsidiaries.

“Board of Directors”

means the board of directors of the Company.

“Business Day”

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking

institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing”

has the meaning set forth in Section 2.2.

“Closing Date”

has the meaning set forth in Section 2.2.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock”

has the meaning set forth in the recitals.

“Common Stock Equivalents”

means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,

any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Stock.

“Company”

has the meaning set forth in the recitals.

“Confidential Data”

means all sensitive, confidential or regulated data.

“Disclosure Document”

has the meaning set forth in Section 5.3.

“Disqualification

Event” has the meaning set forth in Sections 3.26 and 4.14.

“Effectiveness Deadline”

has the meaning set forth in Section 5.12(a).

“Environmental Laws”

has the meaning set forth in Section 3.15.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Filing Deadline”

has the meaning set forth in Section 5.12(a).

“Financial Statements”

has the meaning set forth in Section 3.8(b).

“Fundamental Representations”

means the representations and warranties made by the Company in Sections 3.1 (Organization and Power), 3.2 (Capitalization),

3.4 (Authorization), 3.5 (Valid Issuance), 3.6 (No Conflict), 3.7 (Consents), 3.21 (Price Stabilization

of Common Stock) and 3.22 (Investment Company Act).

“GAAP”

has the meaning set forth in Section 3.8(b).

“GDPR”

has the meaning set forth in Section 3.31.

“Governmental Authorizations”

has the meaning set forth in Section 3.11.

“Indemnified Person”

has the meaning set forth in Section 5.9.

“Intellectual Property”

has the meaning set forth in Section 3.12.

“Investor”

and “Investors” have the meanings set forth in the recitals.

“Issuer

Covered Person” has the meaning set forth in Section 3.26.

“IT Systems and Data”

has the meaning set forth in Section 3.30.

“Material Adverse

Effect” means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate,

(a) was, is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities,

stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b) materially delays or

materially impairs the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement,

the other Transaction Agreements, or with respect to the Closing, or would reasonably be expected to do so.

“Nasdaq”

means the Nasdaq Stock Market LLC.

“National Exchange”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together

with any successor thereto: the NYSE American, The New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market

and the Nasdaq Capital Market.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association,

joint venture or any other entity or organization.

“Personal Data”

means the following data used in connection with the Company’s and its subsidiaries’ businesses and in their possession or

control: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or other

tax identification number, driver’s license number, passport number, credit card number or bank information; (ii) information that

identifies or may reasonably be used to identify an individual; (iii) any information that would qualify as “protected health information”

under HIPAA; and (iv) any information that would qualify as “personal data,” “personal information” (or similar

term) under the Privacy Laws.

“Placement Agent”

means Titan Partners Group LLC, a division of American Capital Partners, LLC.

“Pre-Funded Warrants”

has the meaning set forth in the recitals.

“Privacy Laws”

has the meaning set forth in Section 3.31.

“Privacy Statements”

has the meaning set forth in Section 3.31.

“Process”

or “Processing” has the meaning set forth in Section 3.31.

“Registration Statement”

has the meaning set forth in Section 5.12(a).

“Rule 144”

means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule

or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means

the U.S. Securities and Exchange Commission.

“SEC

Reports” means (a) the Company’s most recently filed Annual Report on Form 10-K, (b) all Quarterly Reports on Form

10-Q or Current Reports on Form 8-K filed or furnished (as applicable) by the Company following the end of the most recent fiscal

year for which an Annual Report on Form 10-K has been filed and prior to the execution of this Agreement, together in each case with

any documents incorporated by reference therein or exhibits thereto.

“Securities”

has the meaning set forth in the recitals.

“Securities Act”

means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Shares”

has the meaning set forth in the recitals.

“Short Sales”

include, without limitation, (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange

Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls,

short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements

(including on a total return basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated brokers

(but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription Amount”

has the meaning set forth in Section 2.1.

“Tax Returns”

means returns, reports, information statements and other documentation (including any additional or supporting material) filed or maintained,

or required to be filed or maintained, in connection with the calculation, determination, assessment or collection of any Tax and shall

include any amended returns required as a result of examination adjustments made by the Internal Revenue Service or other Tax authority.

“Tax” or

“Taxes” means any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties and charges

of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto),

whether or not imposed on the Company, including, without limitation, taxes imposed on, or measured by, income, franchise, profits or

gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding,

employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation,

premium, windfall profits, transfer and gains taxes and customs duties.

“Transaction Agreements”

means this Agreement and the Pre-Funded Warrants.

“Transfer Agent”

means, with respect to the Common Stock, Continental Stock Transfer & Trust Company or such other financial institution that provides

transfer agent services as the Company may engage from time to time.

“Warrant Shares”

has the meaning set forth in Section 3.4.

2. Purchase

and Sale of Securities.

2.1 Purchase

and Sale. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company

agrees to sell, and the Investors, severally and not jointly, agree to purchase, Securities in an amount equal to such Investor’s

Subscription Amount as set forth on such Investor’s signature page hereto (the “Subscription Amount”).

The price per Share is $15.00. The price per Pre-Funded Warrant is $14.9999.

2.2

Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of

this Agreement, the closing of the purchase and sale of the Securities (the “Closing” and the date on which the Closing

occurs, the “Closing Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed

to by the Company and the Investors but (i) in no event earlier than the first Business Day after the date of this Agreement and (ii)

in no event later than the fifth Business Day after the date of this Agreement. At the Closing, (a) the Shares shall be issued and registered

in the name of the Investor, or in such nominee name(s) as designated by such Investor, representing the number of Shares to be purchased

by the Investor at such Closing as set forth on such Investor’s signature page hereto and (b) the Company shall deliver to the

Investor (or such Investor’s designated custodian per its delivery instructions), or in such nominee name(s) as designated by such

Investor, a Pre-Funded Warrant exercisable for a number of shares of Common Stock as set forth on such Investor’s signature page

hereto with respect to such Investor, in each case against payment in full to the Company of the aggregate purchase price therefor in

full as set forth on such Investor’s signature page, by wire transfer to the Company of immediately available funds, at or prior

to the Closing, in accordance with wire instructions provided by the Company to the Investors no less than one Business Day prior to

the Closing. On the Closing Date, the Company will cause the Transfer Agent to issue the Shares in book-entry form, free and clear of

all restrictive and other legends (except as expressly provided in Section 4.10). In the event that the Closing has not occurred

within one Business Day after the expected Closing Date, unless otherwise agreed by the Company and such Investor, the Company shall

promptly (but no later than one Business Day thereafter) return the previously wired amounts to each respective Investor by wire transfer

of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for the Securities

shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7, such return of funds

shall not terminate this Agreement or relieve such Investor of its obligation to purchase, or the Company of its obligation to issue

and sell, the Securities at the Closing.

3. Representations

and Warranties of the Company. Except as set forth in the SEC Reports (other than as to the Fundamental Representations, which are

not so qualified), the Company hereby represents and warrants to each of the Investors and the Placement Agent that the statements contained

in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date (except for the representations

and warranties that speak as of a specific date, which shall be made as of such date).

3.1 Organization

and Power. The Company is a corporation duly organized, validly existing and in good standing under

the laws of the State of Delaware, has the requisite power and authority to own, lease and operate its properties and to carry on its

business as now conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character

of its properties or the nature of its business requires such qualification, except where such failure to be in good standing or to have

such power and authority or to so qualify would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s

subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation

and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified

to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each

case as would not cause a Material Adverse Effect.

3.2 Capitalization.

The Company’s disclosure of its authorized, issued and outstanding capital stock in the SEC Reports containing such disclosure was

accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding shares of Common Stock

have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of

the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company which have not been

waived, and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights

of third parties.

3.3 Registration

Rights. Except as set forth in the Transaction Agreements or as disclosed in the SEC Reports, the Company

is presently not under any obligation, and has not granted any rights, to register under the Securities Act any of the Company’s

presently outstanding securities or any of its securities that may hereafter be issued, other than such rights and obligations that have

expired or been satisfied or waived.

3.4 Authorization.

The Company has all requisite corporate power and authority to enter into the Transaction Agreements and to carry out and perform its

obligations under the terms of the Transaction Agreements, including the issuance and sale of the Securities and the issuance of the shares

of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Warrant Shares”). All corporate action on the

part of the Company, its officers, directors and stockholders necessary for the authorization of the Shares and the Warrant Shares, the

authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated

herein, including the issuance and sale of the Securities and the Warrant Shares, has been taken. This Agreement has been duly executed

and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor and that this Agreement constitutes

the legal, valid and binding agreement of each Investor, this Agreement and each of the Pre-Funded Warrants constitutes a legal, valid

and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may

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

equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any member of the Board

of Directors who is an Investor or an Affiliate of an Investor recused themselves from all votes of the Board of Directors (or any committee

of the Board of Directors) pricing and approving the transactions contemplated by the Transaction Agreements.

3.5 Valid

Issuance. The Shares being purchased by the Investors hereunder have been duly and validly authorized

and, upon issuance pursuant to the terms of this Agreement against full payment therefor in accordance with the terms of this Agreement,

will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other

than those as provided in the Transaction Agreements or restrictions on transfer under applicable state and federal securities laws),

and the holder of the Shares shall be entitled to all rights accorded to a holder of Common Stock. The Warrant Shares have been duly and

validly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Pre-Funded Warrants against full payment

therefor in accordance with the terms of the Pre-Funded Warrants, will be duly and validly issued, fully paid and non-assessable and will

be issued free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreements or restrictions

on transfer under applicable state and federal securities laws), and the holder of the Warrant Shares shall be entitled to all rights

accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties made by the Investors in Section

4, the offer and sale of the Securities to the Investors is and will be in compliance with applicable exemptions from (i) the registration

and prospectus delivery requirements of the Securities Act and (ii) the registration and qualification requirements of applicable securities

laws of the states of the United States.

3.6 No

Conflict. The execution, delivery and performance of the Transaction Agreements by the Company,

the issuance and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Agreements

will not (i) violate any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the

Company, (ii) conflict with or result in a violation of or default (with or without notice or lapse of time, or both) under, or give

rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss of a benefit

under any agreement or instrument, credit facility, franchise, license, judgment, order, statute, law, ordinance, rule or

regulations, applicable to the Company or any of its subsidiaries or their respective properties or assets, or

(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other

restriction of any court or governmental authority to which the Company or any of its subsidiaries is subject (including federal and

state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its

securities are subject, or by which any property or asset of the Company or any of its subsidiaries is bound or

affected, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected

to have a Material Adverse Effect.

3.7 Consents.

Assuming the accuracy of the representations and warranties of the Investors, no consent, approval, authorization, filing with or order

of or registration with, any court or governmental agency or body is required in connection with the authorization, execution or delivery

by the Company of the Transaction Agreements, the issuance and sale of the Securities and the performance by the Company of its other

obligations under the Transaction Agreements, except such as (a) have been or will be obtained or made under the Securities Act or the

Exchange Act, (b) the filing of any requisite notices and/or application(s) to the National Exchange for the issuance and sale of the

Shares or the Warrant Shares and the listing of the Shares or the Warrant Shares for trading or quotation, as the case may be, thereon

in the time and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws in connection

with the offer and sale of the Shares or the Warrant Shares by the Company in the manner contemplated herein, which will be filed on a

timely basis, (d) the filing of the Registration Statement required pursuant to Section 5.12, or (e) such that the failure of which

to obtain would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and registrations which the

Company is required to deliver or obtain prior to the Closing pursuant to the preceding sentence have been obtained or made or will be

delivered or obtained or effected, and shall remain in full force and effect, on or prior to the Closing.

3.8 SEC

Filings; Financial Statements.

(a) The

Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13,

14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement (or for such shorter period that the Company

was required to file such reports). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date

of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable

requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of

a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC

staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review.

(b) The financial

statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all

material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect

at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the

consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the

periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”)

(except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and

except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end

adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set

forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities,

contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date

of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either

case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse

Effect.

3.9 Absence

of Changes. Between February 2, 2024 and the date of this Agreement, (a) the Company has conducted its

business only in the ordinary course of business and there have been no material transactions entered into by the Company that have not

been disclosed in the SEC Reports (except for the execution and performance of this Agreement and the discussions, negotiations and transactions

related thereto); (b) no material change to any material contract or arrangement by which the Company is bound or to which any of its

assets or properties is subject has been entered into that has not been disclosed in the SEC Reports; and (c) there has not been any other

event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; provided, however,

that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following

will be taken into account in determining whether there has been or will be, a Material Adverse Effect under this Section 3.9:

(i) any

change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any

other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;

(ii) general

financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the

Company is not disproportionately affected thereby;

(iii) any

change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not

disproportionately affected thereby;

(iv) earthquakes,

hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including

the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States or

any other location, provided that the Company is not disproportionately affected thereby;

(v) national

or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national

emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected

thereby;

(vi) material

changes in laws after the date of this Agreement; and

(vii) in

and of itself, any material failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings

or other economic performance for any period ending on or after the date of this Agreement (it being understood that the facts and circumstances

giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material

Adverse Effect to the extent that such facts and circumstances are not otherwise described in clauses (i)-(v) of this definition).

3.10 Absence of

Litigation. There is no action, suit, proceeding, arbitration, claim, investigation, charge,

complaint or inquiry pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries which,

individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, nor are there any

orders, writs, injunctions, judgments or decrees outstanding of any court or government agency or instrumentality and binding upon

the Company or any of its subsidiaries that have had or would reasonably be expected to have a Material Adverse Effect. Neither

the Company nor any subsidiary, nor to the knowledge of the Company, any director or officer of the Company or any subsidiary, is,

or since February 2, 2024, has been, the subject of any action involving a claim of violation of or liability under

federal or state securities laws relating to the Company or such subsidiary or a claim of breach of fiduciary duty relating to the

Company or such subsidiary.

3.11 Compliance

with Law; Permits. Neither the Company nor any of its subsidiaries is in violation of, or has received

any notices of violations with respect to, any laws, statutes, ordinances, rules or regulations of any governmental body, court or government

agency or instrumentality, except for violations which, individually or in the aggregate, have not had and would not reasonably be expected

to have a Material Adverse Effect. The Company and its subsidiaries have all required licenses, permits, certificates and other authorizations

(collectively, “Governmental Authorizations”) from such federal, state or local government or governmental agency,

department or body that are currently necessary for the operation of the business of the Company and its subsidiaries as currently conducted,

except where the failure to possess currently such Governmental Authorizations has not had and is not reasonably expected to have a Material

Adverse Effect. Neither the Company nor any subsidiary has received any written notice regarding any revocation or material modification

of any such Governmental Authorization, which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or

finding, has or would reasonably be expected to result in a Material Adverse Effect.

3.12 Intellectual

Property. The Company and its subsidiaries own, or have rights to use, all material inventions, patent

applications, patents, trademarks, trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented

and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property as described in the

SEC Reports necessary for, or used in the conduct of their respective businesses (including as described in the SEC Reports) (collectively,

“Intellectual Property”), except where any failure to own, possess or acquire such Intellectual Property has not had,

and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property of

the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or

in part. To the Company’s knowledge: (i) except as set forth in the SEC Reports, there are no third parties who have rights to any

Intellectual Property, including no liens, security interests, or other encumbrances; and (ii) there is no infringement by third parties

of any Intellectual Property, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be

expected to have a Material Adverse Effect. No action, suit, or other proceeding is pending, or, to the Company’s knowledge, is

threatened: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property; (B) challenging

the validity, enforceability or scope of any Intellectual Property; or (C) alleging that the Company or any of its subsidiaries infringes,

misappropriates, or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights

of others, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a

Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant

to which Intellectual Property has been licensed to the Company or any of its subsidiaries in all material respects, and to the Company’s

knowledge all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of

the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps

to protect, maintain and safeguard their Intellectual Property.

3.13 Employee

Benefits. Except as would not be reasonably likely to result in a Material Adverse Effect, each

Benefit Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of

ERISA, the Code, the Patient Protection and Affordable Care Act of 2010, as amended, and other applicable laws, rules and

regulations. The Company and its subsidiaries are in compliance with all applicable federal, state and local laws, rules and

regulations regarding employment, except for any failures to comply that are not reasonably likely, individually or in the

aggregate, to have a Material Adverse Effect. There is no labor dispute, strike or work stoppage against the Company or its

subsidiaries pending or, to the knowledge of the Company, threatened which may interfere with the business activities of the

Company, except where such dispute, strike or work stoppage is not reasonably likely, individually or in the aggregate, to have a

Material Adverse Effect.

3.14 Taxes.

The Company and its subsidiaries have filed all federal, state and foreign income Tax Returns and other Tax Returns required to have been

filed under applicable law (or extensions have been duly obtained) and have paid all Taxes required to have been paid by them, except

for those which are being contested in good faith and except where failure to file such Tax Returns or pay such Taxes would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. No assessment in connection with United States federal

tax returns has been made against the Company. The charges, accruals and reserves on the books of the Company in respect of any income

and corporation tax liability for any years not finally determined are adequate to meet any assessments or reassessments for additional

income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

No audits, examinations, or other proceedings with respect to any material amounts of Taxes of the Company and its subsidiaries are presently

in progress or have been asserted or proposed in writing without subsequently being paid, settled or withdrawn. There are no liens on

any of the assets of the Company. At all times since February 2, 2024, the Company has been and continues to be classified as a corporation

for U.S. federal income tax purposes. Neither the Company nor any of its subsidiaries has been a United States real property holding corporation

within the meaning of Code Section 897(c)-2 during the period specified in Code Section 897(c)(1)(A)(ii).

3.15 Environmental

Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable foreign,

federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic

substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits and other

Governmental Authorizations required under applicable Environmental Laws to conduct their business and (iii) are in compliance with

all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to

receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or

approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company nor

any of its subsidiaries has received since February 2, 2024, any written notice or other communication (in writing or otherwise), whether

from a governmental authority or other Person, that alleges that the Company or any subsidiary is not in compliance with any Environmental

Law and, to the knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s or any subsidiary’s

compliance in any material respects with any Environmental Law, except where such failure to comply would not reasonably be expected to

have a Material Adverse Effect.

3.16 Title.

Each of the Company and its subsidiaries has good and marketable title to all personal property owned by it that is material to the business

of the Company, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property

and do not interfere with the use made and proposed to be made of such property by the Company or its subsidiaries, as the case may be.

Any real property and buildings held under lease by the Company or its subsidiaries is held under valid, subsisting and enforceable leases

with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings

by the Company or its subsidiaries, as the case may be. The Company does not own any real property.

3.17 Insurance.

The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks that is customary for

comparably situated companies and is adequate for the conduct of its business and the value of its real and personal properties

(owned or leased) and tangible assets, and each of such insurance policies is in full force and effect and the Company is in

compliance in all material respects with the terms of such insurance policies. Other than customary end-of-policy notifications from

insurance carriers, since February 2, 2024, the Company has not received any notice or other communication regarding any

actual or possible: (i) cancellation or invalidation of any material insurance policy or (ii) refusal or denial of any coverage,

reservation of rights or rejection of any material claim under any insurance policy.

3.18 Nasdaq

Stock Market. The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b)

of the Exchange Act and are listed for trading on Nasdaq Capital Market under the symbol “STI”. The Company is in compliance

with all listing requirements of Nasdaq applicable to the Company. As of the date of this Agreement, there is no suit, action, proceeding

or investigation pending or, to the knowledge of the Company, threatened against the Company by Nasdaq or the SEC, respectively, to prohibit

or terminate the listing of the Common Stock on the Nasdaq Capital Market or to deregister the Common Stock under the Exchange Act. The

Company has taken no action as of the date of this Agreement that is designed to terminate the registration of the Common Stock under

the Exchange Act.

3.19 Sarbanes-Oxley

Act. The Company is, and since February 2, 2024 has been, in compliance in all material respects with

all applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

3.20 Accounting

Controls. Except as set forth in the SEC Reports, the Company maintains a system of internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable

detail accurately and fairly reflect the Company’s transactions and dispositions of assets, (ii) that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only

in accordance with authorizations of management and the Board and (iv) regarding prevention or timely detection of the unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except

as disclosed in the Company’s SEC Reports filed prior to the date of this Agreement, the Company has not identified any material

weaknesses in the design or operation of the Company’s internal control over financial reporting. Based on an evaluation of the

Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the Company’s

Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not

effective as of March 31, 2026, because of certain material weaknesses in the Company’s internal control over financial reporting,

as disclosed in the SEC Reports. Notwithstanding these material weaknesses, the Company’s management concluded that the Company’s

condensed consolidated financial statements included in the SEC Reports fairly present, in all material respects, the Company’s

financial condition, results of operations and cash flows as of and for the periods presented in conformity with GAAP.

3.21 Price

Stabilization of Common Stock. The Company has not taken, nor will it take, directly or indirectly,

any action designed to stabilize or manipulate the price of the Common Stock to facilitate the sale or resale of the Shares or the Warrant

Shares.

3.22 Investment

Company Act. The Company is not, and immediately after receipt of payment for the Securities will not

be, an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

3.23 General

Solicitation; No Integration or Aggregation. Neither the Company nor any other person or entity

authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of

Regulation D of the Securities Act) of investors with respect to offers or sales of Securities pursuant to this Agreement.

The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of,

any security (as defined in the Securities Act) which, to its knowledge, is or will be (i) integrated with the Securities sold

pursuant to this Agreement for purposes of the Securities Act or (ii) aggregated with

prior offerings by the Company for the purposes of the rules and regulations of the Nasdaq Capital Market. Assuming the

accuracy of the representations and warranties of the Investors set forth in Section 4, neither the Company nor any of its

Affiliates, its subsidiaries nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any

Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by

the Company on Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder for the exemption from registration for the

transactions contemplated hereby.

3.24 Brokers

and Finders. Other than the Placement Agent, neither the Company nor any other Person authorized by

the Company to act on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions

contemplated by this Agreement.

3.25 Reliance

by the Investors. The Company has a reasonable basis for making each of the representations set forth

in this Section 3. The Company acknowledges that each of the Investors will rely upon the truth and accuracy of, and the Company’s

compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein.

3.26 No

Disqualification Events. Neither the Company nor any of its (i) predecessors, (ii) Affiliates, (iii)

directors, (iv) executive officers, (v) non-executive officers participating in the placement contemplated by this Agreement, (vi) beneficial

owners of 20% or more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii)

investment managers (including any of such investment managers’ directors, executive officers or officers participating in the placement

contemplated by this Agreement) or general partners or managing members of such investment managers (including any of such general partners’

or managing members’ directors, executive officers or officers participating in the placement contemplated by this Agreement) (each,

an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to the disqualification

provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “Disqualification Event”). The Company

has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors a copy of

any disclosures provided thereunder.

3.27 Other

Covered Persons. Other than the Placement Agent,

the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration

for solicitation of purchasers in connection with the sale of any Securities.

3.28 No

Additional Agreements. There are no agreements or understandings between the Company and any Investor

with respect to the transactions contemplated by the Transaction Agreements other than (i) as specified in the Transaction Agreements

and (ii) any side letter agreements with any of the Investors, which side letters the Company has shared with all Investors.

3.29 Anti-Bribery and

Anti-Money Laundering Laws. Each of the Company, its subsidiaries and, to the knowledge of the

Company, any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in

compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any

applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to

implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed

December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other

law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including, but not limited to,

applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering,

including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international

anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task

Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the

group or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the

authority of any of the foregoing, or any orders or licenses issued thereunder.

3.30 Cybersecurity.

(i)(x) To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data,

in each case, except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) the

Company and the Subsidiaries are presently in 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, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries

have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the

integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented

backup and disaster recovery technology consistent with industry standards and practices.

3.31 Compliance

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

compliance with all applicable state, federal and foreign data privacy and security laws and regulations regarding the collection, use,

storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”)

of Personal Data, including without limitation HIPAA, the EU General Data Protection Regulation (“GDPR”) (Regulation

(EU) No. 2016/679), all other local, state, federal, national, supranational and foreign laws relating to the regulation of the Company

or its subsidiaries, and the regulations promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof (collectively,

the “Privacy Laws”). To ensure material compliance with the Privacy Laws, the Company and its subsidiaries have in

place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures

relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”).

The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material

Adverse Effect, at all times since inception provided accurate notice of their Privacy Statements then in effect to its customers, employees,

third party vendors and representatives. None of such disclosures made or contained in any Privacy Statements have been materially inaccurate,

misleading, incomplete, or in material violation of any Privacy Laws.

3.32 Transactions

with Affiliates and Employees. No relationship, direct or indirect, exists between or among the Company,

on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required

to be described in the SEC Reports that is not so described.

3.33 Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the

Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets

exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities

(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small

capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account

the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and

capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive,

were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all

amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts

beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in

respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for

reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.

The SEC Reports set forth as of the date hereof all outstanding secured and unsecured indebtedness of the Company, or for which the

Company has commitments. Neither the Company nor any of its subsidiaries is in default with respect to any such indebtedness.

3.34 OFAC.

Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or Affiliate

of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department.

3.35 U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding

corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon

any Investor’s request.

3.36 Stock

Option Plans. Each stock option granted by the Company under any stock option plan of the Company was

granted (i) in accordance with the terms of the applicable stock option plan and (ii) with an exercise price at least equal to the fair

market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option

granted under any stock option plan of the Company has been backdated. The Company has not knowingly granted, and there is no and has

been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options

with, the release or other public announcement of material information regarding the Company or its financial results or prospects.

3.37 Accountants.

To the knowledge and belief of the Company, the Company’s current independent registered public accounting firm (i) is a registered

public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to

be included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

3.38 Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if

any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under

a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter

documents) or the laws of its state of incorporation that is or could become applicable to any Investor as a result of the Investors and

the Company fulfilling their obligations or exercising their rights under the Transaction Agreements, including without limitation as

a result of the Company’s issuance of the Securities and any Investor’s ownership of the Securities.

4. Representations

and Warranties of Each Investor. Each Investor, severally for itself and not jointly with any other Investor, represents and warrants

to the Company and the Placement Agent that the statements contained in this Section 4 are true and correct as of the date of this

Agreement and the Closing Date:

4.1 Organization.

The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the

requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted.

4.2 Authorization.

The Investor has all requisite corporate or similar power and authority to enter into this Agreement and the other Transaction Agreements

to which it will be a party and to carry out and perform its obligations hereunder and thereunder. All corporate, member or partnership

action on the part of such Investor or its stockholders, members or partners necessary for the authorization, execution, delivery and

performance of this Agreement and the other Transaction Agreements to which it will be a party and the consummation of the other transactions

contemplated in this Agreement has been taken. The execution, delivery and performance by such Investor of the Transaction Agreements

to which such Investor is a party has been duly authorized and each has been duly executed. Assuming this Agreement constitutes the legal

and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against

such Investor in accordance with its respective terms, except as such enforceability may be limited or otherwise affected by bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights of creditors generally

or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3 No

Conflicts. The execution, delivery and performance of the Transaction Agreements by the Investor, the

purchase of the Securities in accordance with their terms and the consummation by the Investor of the other transactions contemplated

hereby will not conflict with or result in any violation of, breach or default by such Investor (with or without notice or lapse of time,

or both) under, conflict with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control

right or to a loss of a material benefit under (i) any provision of the organizational documents of the Investor, including, without limitation,

its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii)

any agreement or instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule

or regulations, applicable to such Investor or its respective properties or assets, except, in the case of clause (ii), as would not,

individually or in the aggregate, be reasonably expected to materially delay or hinder the ability of the Investor to perform its obligations

under the Transaction Agreements.

4.4 Residency.

The Investor’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made

(if an entity) are located at the address immediately below the Investor’s name on such Investor’s signature page hereto,

except as otherwise communicated by the Investor to the Company.

4.5 Brokers

and Finders. The Investor has not retained, utilized or been represented by any broker or finder in

connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.

4.6 Investment

Representations and Warranties. The Investor hereby represents and warrants that, it (i) as of the

date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities

Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated

pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” as that term is defined in Rule

501(a) of Regulation D of the Securities Act and has such knowledge and experience in financial and business matters as to be

able to protect its own interests in connection with an investment in the Securities. The Investor further represents and warrants

that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been organized for the purpose

of acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor understands

and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state

securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering

which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s

representations as expressed herein.

4.7 Intent.

The Investor is purchasing the (i) Securities and (ii) to the extent the Investor is purchasing Pre-Funded Warrants, upon exercise thereof

will acquire the Warrant Shares issuable upon exercise of such Pre-Funded Warrants, solely for the Investor’s own account and not

for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and

the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the

Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part

of such Securities and Warrant Shares in compliance with applicable federal and state securities laws. Notwithstanding the foregoing,

if the Investor is purchasing the Securities or acquiring Warrant Shares issuable upon exercise of the Pre-Funded Warrants as a fiduciary

or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full

power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account.

The Investor has no present arrangement to sell the Securities or the Warrant Shares to or through any person or entity. The Investor

understands that the Securities must be held indefinitely unless such Securities and Warrant Shares are resold pursuant to a registration

statement under the Securities Act or an exemption from registration is available. Nothing contained herein shall be deemed a representation

or warranty by the Investor to hold the Securities or the Warrant Shares for any period of time.

4.8 Investment

Experience; Ability to Protect Its Own Interests and Bear Economic Risks. The Investor acknowledges

that it can bear the economic risk and complete loss of its investment in the Securities and has knowledge and experience in finance,

securities, taxation, investments and other business matters as to be capable of evaluating the merits and risks of investments of the

kind described in this Agreement and contemplated hereby, and the Investor has had an opportunity to seek, and has sought, such accounting,

legal, business and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges

that the Investor (i) is a sophisticated investor, experienced in investing in private placements of equity securities and capable of

evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security

or securities and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. The Investor

acknowledges that the Investor is aware that there are substantial risks incident to the purchase and ownership of the Securities, including

those set forth in the Company’s filings with the SEC. Alone, or together with any professional advisor(s), the Investor has adequately

analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment

for the Investor. The Investor is, at this time and in the foreseeable future, able to afford the loss of the Investor’s entire

investment in the Securities and the Investor acknowledges specifically that a possibility of total loss exists.

4.9 Independent

Investment Decision. The Investor understands that nothing in the Transaction Agreements or any other

materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes legal,

tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in such Investor’s sole discretion,

has deemed necessary or appropriate in connection with its purchase of the Securities.

4.10 Securities

Not Registered; Legends. The Investor acknowledges and agrees that the Securities are being offered

in a transaction not involving any public offering within the meaning of the Securities Act, and the Investor understands that the Securities

have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration

requirements of the Securities Act, and that the Securities and the Warrant Shares must continue to be held and may not be offered, resold,

transferred, pledged or otherwise disposed of by the Investor unless a subsequent disposition thereof is registered under the Securities

Act or is exempt from such registration and in each case in accordance with any applicable securities laws of any state of the United

States. The Investor understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it)

promulgated under the Securities Act depend on the satisfaction of various conditions including, but not limited to, the time and manner

of sale, the holding period and on requirements relating to the Company which are outside of the Investor’s control and which the

Company may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Investor

acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition

of any of the Securities or Warrant Shares. The Investor acknowledges that no federal or state agency has passed upon or endorsed the

merits of the offering of the Securities or Warrant Shares or made any findings or determination as to the fairness of this investment.

The Investor understands that

any certificates or book entry notations evidencing the Securities and Warrant Shares may bear one or more legends in substantially the

following form and substance:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED

FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION

OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)

THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF

DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

In addition, the Securities

and Warrant Shares may contain a legend regarding affiliate status of the Investor, if applicable.

4.11 No General

Solicitation. The Investor acknowledges and agrees that the Investor is purchasing the Securities

directly from the Company. Investor became aware of this offering of the Securities solely by means of direct contact from the

Placement Agent or directly from the Company as a result of a pre-existing, substantive relationship with the Company or the

Placement Agent, and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and

financial advisors), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees,

and/or the representatives of such persons. The Securities were offered to Investor solely by direct contact between Investor and

the Company, the Placement Agent and/or their respective representatives. Investor did not become aware of this offering of the

Securities, nor were the Securities offered to Investor, by any other means, and none of the Company, the Placement Agent and/or

their respective representatives acted as investment advisor, broker or dealer to Investor. The Investor is not purchasing the

Securities as a result of any general or public solicitation or general advertising, or publicly disseminated advertisement,

article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or

broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general

advertisement, including any of the methods described in Section 502(c) of Regulation D under the Securities Act.

4.12 Access

to Information. The Investor acknowledges and agrees that the Investor and the Investor’s professional

advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company

regarding the Company, its business and the terms and conditions of the offering of the Securities as the Investor and the Investor’s

professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities and that the Investor

has independently made its own analysis and decision to invest in the Company. Neither such inquiries nor any other due diligence investigation

conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations

and warranties contained in this Agreement.

4.13 Certain

Trading Activities. Other than consummating the transaction contemplated hereby, the Investor has not,

nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases

or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor was first

contacted by the Company or any other Person regarding the transaction contemplated hereby and ending immediately prior to the date of

this Agreement. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate

portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth

above shall only apply with respect to the portion of the assets managed by the portfolio manager that made the investment decision to

purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and to its advisors and agents

who had a need to know such information, the Investor has maintained the confidentiality of all disclosures made to it in connection with

this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing

contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability

of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

4.14 Disqualification

Event. To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor

represents that no Disqualification Event is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below),

except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Investor hereby

agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Investor or

any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or

(d)(3) is applicable. For purposes of this Section, “Rule 506(d) Related Party” means a person or entity that is a

beneficial owner of the Investor’s securities for purposes of Rule 506(d) of the Securities Act.

5. Covenants.

5.1 Further

Assurances. Each party agrees to cooperate with each other and their respective officers,

employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be

necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions of this Agreement and

compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of

reasonable action to assist the other parties hereto in complying with the terms of this Agreement. The Investor acknowledges that

the Company and the Placement Agent will rely on the acknowledgments, understandings, agreements, representations and

warranties contained in this Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the

acknowledgments, understandings, agreements, representations and warranties set forth in Section 4

of this Agreement are no longer accurate.

5.2 Listing.

The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Stock on the Nasdaq Capital Market

and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the Company’s reporting,

filing and other obligations under the rules and regulations of Nasdaq.

5.3 Disclosure

of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day

immediately following the date of this Agreement, file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the

“Disclosure Document”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction

Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material

non-public information (if any) concerning the Company disclosed to the Investors. Following the filing of the Disclosure Document, no

Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company

or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting

securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name

of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any

press release or filing with the SEC (other than any registration statement contemplated by Section 5.12) or any regulatory agency, without

the prior written consent of the Investor, except (i) as required by the federal securities law in connection with (A) any registration

statement contemplated by Section 5.12 of this Agreement) and (B) the filing of final Transaction Agreements with the SEC or pursuant

to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the

staff of the SEC or regulatory agency or under the regulations of the Nasdaq Capital Market.

5.4 Integration.

The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer

for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that

will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of

the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules

and regulations of any National Exchange such that it would require stockholder approval prior to the closing of such other transaction

unless stockholder approval is obtained before the closing of such subsequent transaction.

5.5 Removal

of Legends.

(a) In

connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by an Investor pursuant to Rule 144

or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance

by the Investor with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall request

the Transfer Agent to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended

entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such

request therefor from the Investor, provided that the Company has timely received from the Investor customary representations and other

documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer

Agent and its legal counsel associated with such legend removal.

(b) Subject

to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable

to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares or Warrant Shares (i) have

been registered under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or

(iii) are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public

information requirements under Rule 144(c)(1) (or any successor provision), the Company shall, in accordance with the provisions of this

Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary

and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer

Agent shall make a new, unlegended entry for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or

more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required

by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement.

5.6 Withholding

Taxes. Each Investor agrees to furnish the Company with any information, representations and forms as

shall reasonably be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including

any withholding obligations).

5.7 Fees

and Commissions. The Company shall be solely responsible for the payment of any placement agent’s

fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by an Investor) relating to or arising out

of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agent.

5.8 No

Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment

that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Agreements.

5.9 Indemnification.

(a) The

Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees, members,

managers, employees, investment advisers and agents (collectively, the “Indemnified Persons”), from and against any

and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements

and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim

or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any

breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction

Agreements, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts

have been finally judicially determined not to have resulted from such Person’s fraud or willful

misconduct.

(b) Any person entitled

to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it

seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably

satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ

separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense

of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party

shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the

reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person

and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that

such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the

right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified

party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the

extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or

litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be

liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No

indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld,

conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such

judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a

complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified

party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability,

wrongdoing, or wrongdoing or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the

consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any

judgment or enter into any settlement.

5.10 Subsequent

Equity Sales. From the date of this Agreement until forty-five (45) days following the effective date

of the Registration Statement (as defined in Section 5.12), without prior written consent of the Investors, the Company shall not

(A) issue shares of Common Stock or Common Stock Equivalents, (B) effect a reverse stock split, recapitalization, share consolidation,

reclassification or similar transaction affecting the outstanding Common Stock or (C) file with the SEC a registration statement under

the Securities Act relating to any shares of Common Stock or Common Stock Equivalents, except pursuant to the terms of Section 5.12.

Notwithstanding the foregoing, the provisions of this Section 5.10 shall not apply to the filing of any post-effective amendment

to maintain the effectiveness of a registration statement under the Securities Act that has previously been filed as of the date of this

Agreement or to an “Exempt Issuance” which shall mean: (i) the issuance of the Securities, the Warrant Shares, any warrants

issued to the Placement Agent in connection with the transactions contemplated hereunder and any shares of Common Stock underlying any

such warrants, (ii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, exercise or vesting of any securities

of the Company outstanding on the date of this Agreement or outstanding pursuant to clause (iii) below, (iii) the issuance of any Common

Stock or Common Stock Equivalents pursuant to any Company stock-based compensation plans or in accordance with Nasdaq Stock Market Rule

5635(c)(4), or (iv) the filing of a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities

on an equity incentive plan or employee stock purchase plan.

5.11 Reservation

of Common Stock. As of the date of this Agreement, the Company has reserved and the Company shall continue

to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of

enabling the Company to issue the Warrant Shares that are issuable upon the exercise of the Pre-Funded Warrants.

5.12 Registration

Statement

(a) As soon as

practicable (and in any event within fifteen (15) calendar days of the Closing Date (the “Filing Deadline”)), the

Company shall file a registration statement on Form S-1 or Form S-3, if the Company is eligible to use Form S-3 (the

“Registration Statement”) providing for the resale by the Investors of the Shares and the Warrant Shares issued

pursuant to this Agreement. The Company shall allow the Investors to review the Registration Statement prior to its filing and

cooperate, reasonably and in good faith, with, and take such customary actions as may reasonably be requested by the Investors,

consistent with the terms of this Agreement, in connection with the registration of the Shares and the Warrant Shares. The Company

shall use commercially reasonable efforts to cause such registration to become effective as soon as practicable following the filing

thereof (and in any event within (x) fifteen (15) calendar days of the Filing Deadline if such registration is not subject to a full

review by the SEC and (y) sixty (60) calendar days of the Filing Deadline if such registration is subject to a full review by the

SEC (the “Effectiveness Deadline”)) and to keep such Registration Statement

effective, and to keep the applicable Registration Statement or any subsequent registration statement free of any material

misstatements or omissions at all times until the Investors do not own any Shares or Warrant Shares issued pursuant to this

Agreement.

(b) If

a Registration Statement covering the Shares and the Warrant Shares is not filed with the SEC on or prior to the Filing Deadline or the

SEC has not declared the Registration Statement effective by the Effectiveness Deadline, the Company will make pro rata payments to each

Investor then holding the Shares and/or Pre-Funded Warrants, as liquidated damages and not as a penalty, in an amount equal to one-half

of one percent (0.5%) of the aggregate Subscription Amount for such Investor for each 30-day period (or pro rata for any portion thereof)

during which such failure continues, commencing on (i) the day following the Filing Deadline, in the case of a failure to file, or (ii)

the day following the Effectiveness Deadline, in the case of a failure to have the Registration Statement declared effective, as applicable;

provided, that the aggregate liquidated damages paid by the Company pursuant to this Section 5.12(b) shall not exceed two percent (2.0%)

of the aggregate Subscription Amount for such Investor. Such payments shall be made to each Investor then holding the Shares, Warrant

Shares or Pre-Funded Warrants in cash no later than ten (10) Business Days after the end of each such 30-day period (pro rata for any

portion thereof) until such Registration Statement is filed and/or effective with respect to the Shares and the Warrant Shares. Interest

shall accrue at the rate of one percent (1.0%) per month on any such liquidated damages payments that shall not be paid by the applicable

payment date until such amount is paid in full.

Company shall advise the Investors as promptly as practicable, but in no event later than within one (1) Business Day: (i) when a Registration

Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto

has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included

therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration

Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by the Company of any notification with respect to

the suspension of the qualification of the Shares or Warrant Shares included therein for sale in any jurisdiction or the initiation or

threatening of any proceeding for such purpose; and (v) subject to the provisions in this Agreement, of the occurrence of any event that

requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not

misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the

case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary

set forth herein, the Company shall not, when so advising the Investors of such events, provide any Investor with any material, non-public

information regarding the Company other than to the extent that providing notice to the Investors of the occurrence of the events listed

in clauses (i) through (v) above may constitute material, non-public information regarding the Company. The Company shall use its commercially

reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably

practicable.

6. Conditions

of Closing.

6.1 Conditions to the

Obligation of the Investors. The several obligations of each Investor to consummate the

transactions to be consummated at the Closing, and to purchase and pay for the Securities being purchased by it at the

Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:

(a) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects,

except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in

all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date, except to the extent

any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true

and correct in all material respects as of such earlier date, except for those representations and warranties qualified by materiality

or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date.

(b) Performance.

The Company shall have performed in all material respects the obligations and conditions herein required to be performed or observed by

the Company on or prior to the Closing Date.

Injunction. The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any law or governmental

or court order or regulation and no such prohibition shall have been threatened in writing.

(d) Consents.

The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of

the purchase and sale of the Securities, all of which shall be in full force and effect.

(e) Transfer

Agent. The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the Shares at the

Closing.

(f) Adverse

Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected

to have a Material Adverse Effect.

(g) Opinion

of Company Counsel. The Company shall have delivered to the Investors and the Placement Agent the opinion of Benesch Friedlander Coplan

& Aronoff LLP, dated as of the Closing Date, in customary form and substance to be reasonably agreed upon with the Investors and the

Placement Agent and addressing such legal matters as the Investors, the Placement Agent and the Company reasonably agree.

(h) Compliance

Certificate. An authorized officer of the Company shall have delivered to the Investors at the Closing Date a certificate certifying

that the conditions specified in Sections 6.1(a) (Representations and Warranties), 6.1(b) (Performance), 6.1(c) (No Injunction),

6.1(d) (Consents), 6.1(e) (Transfer Agent), 6.1(f) (Adverse Changes), 6.1(j) (Listing Requirements) and 6.1(k)

(No Injunction) of this Agreement have been fulfilled.

(i) Secretary’s

Certificate. The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate certifying (i) the

Amended and Restated Certificate of Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Company’s

Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated

by this Agreement and the issuance of the Securities and the Warrant Shares.

(j) Listing

Requirements. No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or

regulatory body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and

shall not have been suspended, as of the Closing Date, by the SEC or the National Exchange from trading thereon nor shall suspension

by the SEC or the National Exchange have been threatened, as of the Closing Date, in writing by the SEC or the National Exchange;

and the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the

Warrant Shares and Nasdaq shall have raised no objection to such notice and the transactions contemplated hereby.

(k) No

Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any

bankruptcy court or judge, or any order of or by any Governmental Entity, shall have been issued, and no action or proceeding shall have

been instituted by any Governmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the

other Transaction Agreements.

(l) Payment.

The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for

the number of Securities being purchased by each Investor at the Closing as set forth on

such Investor’s signature page hereto.

(m) Lock-Up

Agreements. The Company shall have delivered to the Investors a reasonable and customary lock-up agreement, dated as of the date of

Closing, duly executed by the directors, executive officers, and each holder of Common Stock and Common Stock Equivalents holding, on

a fully diluted basis, more than 10% of the Company’s issued and outstanding Common Stock, from offering for sale, issuing, selling,

contracting to sell, pledging or otherwise disposing of any of the Company’s Common Stock or securities convertible into the Company’s

Common Stock, for a period commencing on the date of this Agreement and ending on the date that is forty-five (45) days after the effective

date of the Registration Statement, without the prior written consent of the Placement Agent.

6.2 Conditions

to the Obligation of the Company. The obligation of the Company to consummate the transactions to be

consummated at the Closing, and to issue and sell to each Investor the Securities to be purchased by it at the Closing pursuant to this

Agreement, is subject to the satisfaction or waiver in writing of the following conditions precedent:

(a) Representations

and Warranties. The representations and warranties of each Investor in Section 4 hereto shall be true and correct on and as

of the Closing Date, with the same force and effect as though made on and as of the Closing Date and consummation of the Closing shall

constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained

in this Agreement as of the Closing Date.

(b) Performance.

Each Investor shall have performed or complied with in all material respects all obligations and conditions herein required to be performed

or observed by such Investor on or prior to the Closing Date.

The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any law or governmental or court

order or regulation.

(d) Payment.

The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for

the number of Securities being purchased by each Investor at the Closing as set forth on

such Investor’s signature page hereto.

7. Termination.

7.1 Termination.

The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i) Upon

the mutual written consent of the Company and the Investors that agreed to purchase a majority of the Securities prior to the Closing;

(ii) By

the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been

waived by the Company;

(iii) By

an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment,

and shall not have been waived by such Investor; or

(iv) By

either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day

following the date of this Agreement;

provided, however, that, in

the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach

of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted

in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

7.2 Notice.

In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to Section 7.1, written

notice thereof shall be given to the other Investors by the Company. Nothing in this Section 7 shall be deemed to release any party

from any liability for any breach by such party of the other terms and provisions of the Transaction Agreements or to impair the right

of any party to compel specific performance by any other party of its other obligations under the Transaction Agreements.

8. Miscellaneous

Provisions.

8.1 Public

Statements or Releases. Except as set forth in Section 5.3, neither the Company nor any Investor

shall make any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without

the prior consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, and subject to

compliance with Section 5.3, nothing in this Section 8.1 shall prevent any party from making any public announcement it

considers necessary in order to satisfy its obligations under the law, including applicable securities laws, or under the rules of any

national securities exchange or securities market, in which case the Company shall allow the Investors reasonable time to comment on such

release or announcement in advance of such issuance, and the Company will consider in good faith any Investor comments. The Company shall

not include the name of the Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include

any filing with the SEC) without the prior written consent of the Investors, except as otherwise required by law or the applicable rules

or regulations of any securities exchange or securities market, in which case the Company shall allow the Investors, to the extent reasonably

practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding

anything to the contrary in this Section 8.1, Investor review shall not be required for Company disclosures that are substantially

consistent with prior Company disclosures.

8.2 Notices.

Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given

(a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic

mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next

Business Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage

prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next

business day delivery, with written verification of receipt:

(a) If to the Company, addressed as follows:

Solidion Technology, Inc.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

Attention: Jaymes Winters, Chief Executive Officer

Email: jaymes@solidiontech.com

with a copy (which shall not constitute notice):

Benesch Friedlander Coplan & Aronoff LLP

1155 Avenue of the Americas, 26th Floor

New York, NY 10036

Attention: Aslam Rawoof

Email: ARawoof@beneschlaw.com

(b) If

to any Investor, at its address or e-mail address set forth on such Investor’s signature page hereto, or such address as subsequently

modified by written notice given in accordance with this Section 8.2.

Any Person may change the

address to which notices and communications to it are to be addressed by notification as provided for herein.

8.3 Consent

to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the

Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic mail pursuant

to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below the Investor’s name on such Investor’s

signature page hereto, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic

mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected

e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party

agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

8.4 Severability.

If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,

the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original

business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding

upon the parties hereto.

8.5 Governing

Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury.

(a) This

Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice of laws or

conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction, except to the extent that

mandatory principles of Delaware law may apply.

(b) The

Company and each of the Investors hereby irrevocably and unconditionally:

(i) submits

for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby,

to the general jurisdiction of the any state court or United States Federal court sitting in the Borough of Manhattan, City of New York

in the State of New York;

(ii) consents

that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue

of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not

to plead or claim the same to the extent permitted by applicable law;

(iii) agrees

that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or

any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.2

or at such other address of which the other party shall have been notified pursuant thereto;

(iv) agrees

that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right

to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing

clause (i) are not available despite the intentions of the parties hereto;

(v) agrees

that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to

which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified

herein or as otherwise permitted by law;

(vi) agrees

that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process

with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement,

to the extent permitted by law; and

(vii) irrevocably

and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.

8.6 Waiver.

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall

be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other

term, provision or condition of this Agreement.

8.7 Expenses.

Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket fees and expenses,

including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection with the proposed

investment in the Securities and the consummation of the transactions contemplated thereby; provided, however, that the Company shall

pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered

by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery of any Securities

to the Investors. The Company shall pay all Placement Agent fees relating to or arising out of the transactions contemplated by this Agreement.

8.8 Assignment.

None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of

its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without

the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the Company, provided

that an Investor may, without the prior consent of the Company, assign its rights to purchase the Securities hereunder to any of its affiliates

or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor (provided

each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section

4). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound

by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and

shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound hereby

by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations or liability pursuant

to this Agreement.

8.9 Confidential

Information.

(a) Each

Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information provided

to such Investor are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made to it

in connection with this transaction (including the existence and terms of this transaction), other than to such Investor’s outside

attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance

of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required

by law.

(b) The

Company may request from the Investors such reasonable and customary additional information as the Company may deem necessary to evaluate

the eligibility of the Investor to acquire the Securities, and the Investor shall promptly provide such information as may reasonably

be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by the Investor

confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required

by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq. The

Investor acknowledges that the Company may file a copy of this Agreement with the SEC as exhibit to a periodic report or a registration

statement of the Company.

8.10 Reliance

by and Exculpation of Placement Agent.

(a) Each Investor agrees

for the express benefit of each Placement Agent, its affiliates and its representatives that (i) each Placement Agent, its

affiliates and its representatives have not made, and will not make any representations or warranties with respect to the Company or

the offer and sale of the Securities, and the Investor will not rely on any statements made by such Placement Agent, orally or in

writing, to the contrary, (ii) the Investor will be responsible for conducting its own due diligence investigation with respect to

the Company and the offer and sale of the Securities, (iii) the Investor will be purchasing Securities based on the results of its

own due diligence investigation of the Company and the Placement Agent and each of their directors, officers, employees,

representatives, and controlling persons have made no independent investigation with respect to the Company, the Securities, or the

accuracy, completeness, or adequacy of any information supplied to the Investor by the Company, (iv) the Investor has negotiated the

offer and sale of the Securities directly with the Company, and the Placement Agent will not be responsible for the ultimate success

of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of

total loss of such investment. Each Investor further represents and warrants to the Placement Agent that it, including any fund or

funds that it manages or advises that participates in the offer and sale of the Securities, is permitted under its constitutive

documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company

agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this

Agreement. This Section 8.10 shall survive any termination of this Agreement.

(b) The

Company agrees and acknowledges that the Placement Agent may rely on its representations, warranties, agreements and covenants contained

in this Agreement and each Investor agrees that the Placement Agent may rely on such Investor’s representations and warranties contained

in this Agreement as if such representations and warranties, as applicable, were made directly to such Placement Agent.

the Placement Agent nor any of its affiliates or representatives (1) shall be liable for any improper payment made in accordance with

the information provided by the Company; (2) makes any representation or warranty, or has any responsibilities as to the validity, accuracy,

value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to the Transaction

Agreements or in connection with any of the transactions contemplated therein; or (3) shall be liable (x) for any action taken, suffered

or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred

upon it by the Transaction Agreements or (y) for anything which any of them may do or refrain from doing in connection with the Transaction

Agreements, except in each case for such party’s own gross negligence or willful misconduct.

(d) The

Company agrees that the Placement Agent, its affiliates and representatives shall be entitled to (1) rely on, and shall be protected in

acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of

the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions

set forth in the applicable letter agreement between the Company and such Placement Agent.

8.11 Third

Parties. Nothing in this Agreement, express or implied, is intended to confer on any Person other than

the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement,

and no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer,

employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf

of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions

contemplated hereby. Notwithstanding the foregoing, (i) each Placement Agent is an intended third-party beneficiary of the representations

and warranties of the Company and of each Investor set forth in Section 3, Section 4 and Section 6.1(h) and Section

8.10 respectively, of this Agreement and (ii) the Indemnified Persons are intended third-party beneficiaries of Section 5.9.

8.12 Independent Nature

of Investors’ Obligations and Right. The obligations of

each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be

responsible in any way for the performance obligations of any other Investor under this Agreement. Nothing contained herein, and no

action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the

Investors do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption

that the Investors are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to

such obligations or the transactions contemplated by this Agreement. The Company acknowledges and each Investor confirms that it has

independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and

advisors. Each Investor also acknowledges that Benesch Friedlander Coplan & Aronoff LLP has not rendered legal advice to such

Investor. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights

arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any

proceeding for such purpose. The Company has elected to provide all Investors with the same terms and Transaction Agreements for the

convenience of the Company and not because it was required or requested to do so by any Investor.

8.13 Headings.

The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

of, this Agreement.

8.14 Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or

pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com shall be considered

due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not

a facsimile or pdf (or other electronic reproduction of a) signature.

8.15 Entire

Agreement; Amendments. This Agreement and the other Transaction Agreements (including all schedules

and exhibits hereto and thereto), together with any side letter agreements with any of the Investors, constitute the entire agreement

between the parties hereto respecting the subject matter of this Agreement and supersedes all prior agreements, negotiations, understandings,

representations and statements respecting the subject matter of this Agreement, whether written or oral. No amendment, modification, alteration,

or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed

by the Company and the Investors of at least a majority in interest of the Securities then held by the Investors, provided that prior

to the Closing the consent of all Investors shall be required. Notwithstanding the foregoing, this Agreement may not be amended and the

observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless

such amendment or waiver applies to all Investors in the same fashion. The Company, on the one hand, and each Investor, on the other hand,

may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by such Investor or the Company,

respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or satisfied by such

Investor or the Company, respectively. Notwithstanding the foregoing or anything else herein to the contrary, no amendment, modification,

alteration, change or waiver of this Section 8.15 shall be valid without the prior written consent of the Placement Agent, which

consent may be granted or withheld in the sole discretion of the Placement Agent.

8.16 Survival.

The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive the Closing and the

delivery of the Securities in accordance with their respective terms. Each Investor shall be responsible only for its own representations,

warranties, agreements and covenants hereunder.

8.17 Contract

Interpretation. This Agreement is the joint product of each Investor

and the Company and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of such parties

and shall not be construed for or against any party hereto.

8.18 Arm’s

Length Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms

and conditions of the Securities were determined as a result of arm’s-length negotiations.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties

hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first

indicated above.

SOLIDION TECHNOLOGY, INC.

Address for Notice:

/s/ Jaymes Winters

13355 Noel Rd, Suite 1100

Name:

Jaymes Winters

Dallas, TX 75240

Title:

Chief Executive Officer

With a copy to (which shall not constitute notice):

Benesch Friedlander Coplan & Aronoff LLP

1155 Avenue of the Americas, 26th Floor

New York, NY 10036

Attn: Aslam Rawoof

Email: ARawoof@beneschlaw.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SOLIDION TECHNOLOGY,

INC.

SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory: _________________________________________

Facsimile Number of Authorized Signatory: __________________________________________

Address for Notice to Purchaser:

Subscription Amount: $_________________

Common Stock: _________________

Pre-funded Warrants: _________________

EIN Number: ____________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company

to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing

shall occur on a date no later than the fifth (5th) Business Day after the date of this Agreement and (iii) any condition to

Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the

above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and

shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument,

certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

EXHIBIT A

[FORM

OF PRE-FUNDED WARRANT]

A-1

EX-10.2 — PLACEMENT AGENCY AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AND TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC

EX-10.2

Filename: ea029389701ex10-2.htm · Sequence: 5

Exhibit 10.2

Execution Version

PLACEMENT AGENCY AGREEMENT

June 7, 2026

Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

Ladies and Gentlemen:

Introductory. This

Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of

American Capital Partners, LLC (“Titan Partners” or the “Placement Agent”), shall be engaged by

Solidion Technology, Inc., a Delaware corporation (the “Company”), to act as the exclusive Placement Agent in connection

with the private placement (hereinafter referred to as the “Placement”) of (i) shares of common stock, par value $0.0001

per share (the “Common Stock” and the Common Stock offered in the Placement, the “Placement Common Stock”),

of the Company, and (ii) pre-funded warrants (the “Pre-funded Warrants” to purchase shares of Common Stock at an exercise

price equal to $0.0001 per share. The Placement Common Stock and the Pre-funded Warrants are collectively referred to as the “Placement

Securities.”

The terms of the Placement

and the Placement Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and

collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority

to bind the Company or any Purchaser or an obligation for the Company to issue any Placement Securities or complete the Placement. The

date of the closing of the Placement shall be referred to herein as the “Closing Date”. The Company expressly acknowledges

and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of

this Agreement does not constitute a commitment by the Placement Agent to purchase the Placement Securities and does not ensure the successful

placement of the Placement Securities or any portion thereof or the success of the Placement Agent with respect to securing any other

financing on behalf of the Company. Following the prior written consent of the Company, the Placement Agent may retain other brokers or

dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Placement Securities

to any Purchaser will be evidenced by the securities purchase agreement (the “Purchase Agreement”) by and among the

Company and such Purchasers in the form of Exhibit A attached hereto. Capitalized terms that are not otherwise defined herein have

the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, executive officers of the

Company will be available upon reasonable notice and during normal business hours to answer inquiries from prospective Purchasers.

SECTION 1. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

A. Representations of the

Company. With respect to the Placement Securities, each of the representations and warranties (together with any related disclosure

schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is

hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement

and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents

and warrants that there are no affiliations with any FINRA member firm participating in the Placement among the Company’s officers,

directors or, to the knowledge of the Company, any ten percent (10.0%) or greater stockholder of the Company.

B. Covenants of the Company.

The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants for a period of at

least five (5) years after the Closing Date and (ii) a competent transfer agent with respect to the Common Stock for a period of five

(5) years after the Closing Date.

SECTION 2. REPRESENTATIONS

OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the Financial Industry

Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America,

applicable to the offers and sales of the Placement Securities by the Placement Agent, (iv) is and will be a corporate body validly existing

under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this

Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections

(i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in

compliance with the provisions of this Agreement and the requirements of applicable law.

SECTION 3. COMPENSATION.

A. Cash Compensation.

In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees

a total cash fee equal to seven percent (7%) of the gross proceeds from the Placement of the total amount of Placement Securities sold

(collectively, the “Cash Fee”).

B. Warrant Compensation.

In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees

at the Closing Date warrants (“Agent Warrants”) for the purchase of an aggregate of a number of shares of Common Stock

(the “Agent Warrant Shares”), representing five percent (5 %) of the Placement Securities sold at the Closing Date.

The Agent Warrants, in the form of Exhibit C hereto, shall be immediately exercisable, in whole or in part, commencing on the Closing

Date and expiring on the five-year anniversary of the date of this Agreement at an initial exercise price per share of Common Stock of

$17.25. The Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring

the Agent Warrants and the Agent Warrant Shares during the one hundred eighty (180) days after this Agreement and by its acceptance thereof

shall agree that it will not sell, transfer, assign, pledge or hypothecate the Agent Warrants, or any portion thereof, or be the subject

of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities

for a period of one hundred eighty (180) days following the date of this Agreement except as permitted under FINRA Rule 5110(e)(2). Delivery

of the Agent Warrants shall be made at the Closing Date, and shall be issued in the name or names and in such authorized denominations

as the Placement Agent may request.

C. Reduction of Compensation.

The Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event

that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA

Rules or that the terms thereof require adjustment.

SECTION 4. EXPENSES.

The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in

connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery

and qualification of the Placement Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar

and transfer agent for the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and

sale of the Placement Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants

and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution

of the Registration Statement (as defined in the Purchase Agreement), including financial statements, exhibits, schedules, consents and

certificates of experts, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’

fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification

or registration of) all or any part of the Placement Securities for offer and sale under the state securities or blue sky laws or the

securities laws of any other country; (vii) the fees and expenses associated with including the Placement Common Stock on the Trading

Market; and (viii) up to $120,000 for the fees and expenses of the Placement Agent, including the fees and expenses of McGuireWoods LLP,

counsel to the Placement Agent. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing

Date, the expenses set forth herein to be paid by the Company to the Placement Agent, to the extent not already paid.

SECTION 5. INDEMNIFICATION.

A. To the extent permitted by

law, with respect to the Placement Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders, directors,

officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses

of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement or the Purchase Agreement, including,

without limitation, any failure by the Company to obtain any required consent, except to the extent that any losses, claims, damages,

expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have

resulted primarily and directly from a Placement Agent’s willful misconduct or gross negligence in performing the services described

herein.

B. Promptly after receipt by

the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is

entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such claim or of the commencement

of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,

except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company

so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel

reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,

the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such

action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional

responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements

of no more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the

right to settle the claim or proceeding, provided that the Company will not settle any such claim, action or proceeding without the prior

written consent of the Placement Agent, which will not be unreasonably withheld.

C. The Company agrees to notify

the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding

relating to a transaction contemplated by this Agreement.

D. If for any reason the foregoing

indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute

to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as

is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other,

but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims,

damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,

claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending

any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability

hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement

(excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).

E. These indemnification provisions

shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the

termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party

under this Agreement or otherwise.

SECTION 6. ENGAGEMENT

TERM. The Placement Agent’s engagement hereunder will be until the later of (i) forty-five (45) days after the effective date

of the Registration Statement and (ii) the Closing Date under the Purchase Agreement. The date of termination of this Agreement is referred

to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance

of due diligence it deems, it necessary to terminate the engagement, the Placement Agent may do so prior to the Termination Date. The

Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees

pursuant to Section 3 hereof with respect to the Placement Securities if sold in the Placement. Notwithstanding anything to the contrary

contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof

and the provisions concerning confidentiality, indemnification and contribution contained herein will survive any expiration or termination

of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent as set

forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned

or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided

to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

SECTION 7. PLACEMENT

AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement

is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company

will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.

SECTION 8. NO FIDUCIARY

RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not

a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that

the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity

holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,

all of which are hereby expressly waived.

SECTION 9. CLOSING.

The obligations of the Placement Agent, and the closing of the sale of the Placement Securities hereunder are subject to the accuracy,

when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase

Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,

except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

A. All corporate proceedings

and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement

Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement

Securities shall be reasonably satisfactory in all material respects to the Placement Agent.

B. The Placement Agent shall

have received on the Closing Date the favorable opinion of Benesch Friedlander Coplan & Aronoff LLP, special counsel to the Company,

dated the Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent.

C. The Placement Agent shall

have received (i) on or before the Closing Date, a customary Officers’ Certificate, executed and delivered by the Company’s

executive officers, as to the accuracy of the representations and warranties contained in the Purchase Agreement, (ii) on or before the

date of this Agreement and on the Closing Date, a Chief Financial Officer’s Certificate regarding certain financial information

included in the SEC Reports (as defined in the Purchase Agreement), and (iii) on or before the Closing Date, a Secretary’s Certificate

executed and delivered by the Company’s corporate secretary certifying that (A) the Company’s charter documents are true and

complete, have not been modified and are in full force and effect; (B) that the resolutions of the Company’s Board of Directors

relating to the Placement are in full force and effect and have not been modified; (C) as to the incumbency of the officers of the Company;

and (D) other customary certifications reasonably satisfactory to the Placement Agent.

D. The Placement Agent shall

have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers, directors and 10% or

greater securityholders.

E. The Placement Agent shall

have received on the Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of organization in writing

or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions, dated no more than one

(1) business day prior to the Closing Date.

F. The Placement Agent shall

have received, on or before the date of this Agreement, executed copies of the Lock-Up Agreement, the form of which is attached hereto

as Exhibit B, from each of the directors and executive officers of the Company and each holder of

Common Stock and securities entitling the holder to acquire Common Stock, on a fully diluted basis, representing more than 10% of the

Company’s issued and outstanding Common Stock..

G. The Common Stock shall be

registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect of terminating the

registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market

or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the Trading

Market or other U.S. applicable national exchange is contemplating terminating such registration or listing. In addition, the Company

shall have submitted a listing of additional shares notification form to the Nasdaq Capital Market with respect to the Placement Securities

and the Agent Warrant Shares and shall have received no objection thereto from the Nasdaq Capital Market.

H. No action shall have been

taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,

as of the Closing Date, prevent the issuance or sale of the Placement Securities or materially and adversely affect or potentially and

adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal

or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the

Placement Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.

I. The Company shall have entered

into a Purchase Agreement with each of the Purchasers of the Placement Securities and such agreements shall be in full force and effect

and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.

J. FINRA shall have raised no

objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested

by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA

Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection

therewith.

If any of the conditions specified

in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder

may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the

Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 10. GOVERNING

LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements

made and to be performed entirely in such State, without regard to principles of conflicts of law. This Agreement may not be assigned

by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of

the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising

under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought

into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this

Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid

courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either

party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or

proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such action or proceeding.

SECTION 11. ENTIRE

AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes

all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be

invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision

of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except

by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements and covenants

contained herein shall survive the Closing Date of the Placement and delivery of the Placement Securities. This Agreement may be executed

in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect

as if such facsimile or .pdf signature page were an original thereof.

SECTION 12. NOTICES.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address

specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day

after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on

a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following

the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such

notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.

SECTION 13. PRESS

ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement

and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and

to place advertisements in financial and other newspapers and journals, in each case at its own expense.

SECTION 14. STANDSTILL. Without the

prior written consent of Placement Agent, from the date hereof until forty-five (45) days after the effective date of the Registration

Statement, the Company shall not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common

Stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the Registration

Statement (as defined in the Purchase Agreement) or a registration statement on Form S-8 relating to its equity incentive plans. Notwithstanding

the foregoing, the provisions of this Section 14 shall not apply to the filing of any post-effective amendment to maintain the

effectiveness of a registration statement under the Securities Act that has previously been filed as of the date of this Agreement or

to an Exempt Issuance (as defined in the Purchase Agreement).

[Signature page follows]

Please confirm that the foregoing

correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.

Very truly yours,

TITAN PARTNERS GROUP LLC,

A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC

By:

/s/ Adam Sands

Name:

Adam Sands

Title:

Authorized Representative

Address for notice:

Titan Partners Group LLC, a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

Attention: Adam Sands

Email: notices@titanpartnersgrp.com

Accepted and Agreed to as of the date first written above:

SOLIDION TECHNOLOGY, INC.

By:

/s/ Jaymes Winters

Name:

Jaymes Winters

Title:

Chief Executive Officer

Address for notice:

Solidion Technology, Inc.

13355 Noel Rd., Suite 1100

Dallas, TX 75240

Attention: Jaymes Winters and Vlad Prantsevich

Email: vlad@solidiontech.com and jaymes@solidiontech.com

Exhibit A

Form of

Securities Purchase Agreement

Exhibit B

FORM OF LOCK-UP AGREEMENT

Execution Version

FORM OF LOCK-UP AGREEMENT

June 7, 2026

Titan Partners Group LLC,

a division of American Capital Partners, LLC

Acting as the Placement Agent

Re:

Placement Agency Agreement, dated as of June 7, 2026 (the “Placement Agency Agreement”), by and between Solidion Technology, Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”)

Ladies and Gentlemen:

Defined terms not otherwise

defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Securities Purchase

Agreement dated June 7, 2026, between the Company and the purchasers who are party thereto (the “Purchase Agreement”).

Pursuant to Section 9.F of the Placement Agreement and Section 6.1(m) of the Purchase Agreement and in satisfaction of a condition of

the Company’s obligations under the Placement Agency Agreement and the Purchase Agreement, the undersigned irrevocably agrees with

the Company that, from the date hereof until forty-five (45) days following the date on which the Registration Statement (as defined in

the Purchase Agreement) is declared effective by the Securities and Exchange Commission (the “SEC”) (such period, the

“Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose

of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual

disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled Affiliate of the

undersigned or any person in privity with the undersigned), directly or indirectly, or establish or increase a put equivalent position

or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable

or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”)

or make any demand for or exercise any right or cause to be filed a registration, including any amendments thereto, with respect to the

registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing.

Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned may transfer the Securities, provided that, with respect to (i) through (vii) below,

(1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period

from the transferee prior to such transfer, (2) any such transfer shall not involve a disposition for value and (3) neither the undersigned,

nor any done, distribute or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers,

with respect to transfer:

as a bona fide gift or gifts;

ii)

to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

iii)

to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;

iv)

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;

if the undersigned is a trust, to the beneficiary of such trust;

vi)

by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;

vii)

by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or related court order related to the distribution of assets in connection with the dissolution of a marriage or civil union;

viii)

that the undersigned may purchase (A) from the Company in the Offering (if the undersigned is not an officer or director of the Company) or (B) in open market transactions after the completion of the Offering; and

ix)

transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase Securities granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus in satisfaction of any tax withholding obligations through cashless surrender or otherwise.

In addition, notwithstanding

the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (a) exercise of

any options or other equity instrument rights granted under any employee benefit plan of the Company (including, but not limited to, in

satisfaction of any tax withholding obligations through cashless surrender or otherwise); provided that any shares of Common Stock or

Securities acquired by the undersigned in connection with any such exercise will be subject to the restrictions set forth in this Letter

Agreement, or (b) the exercise of warrants; provided that such shares of Common Stock delivered to the undersigned in connection with

such exercise are subject to the restrictions set forth in this Letter Agreement.

The undersigned acknowledges

that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company to complete the transactions

contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s obligations

hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter

Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the

closing of the transactions contemplated by the Purchase Agreement.

This Letter Agreement may

not be amended or otherwise modified in any respect without the written consent of each of the Company, the Placement Agent and the undersigned.

This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles

of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting

in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action

or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action

or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding

is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof

sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands

that this Letter Agreement does not intend to create any relationship between the undersigned and the Placement Agent and that no issuance

or sale of the Securities is created or intended by virtue of this Letter Agreement.

This Letter Agreement shall

be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into

a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the parties hereto and their

respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

This Letter Agreement may

be terminated by the Company (a) upon its notice to the Placement Agent that the Company does not intend to proceed with the Offering,

(b) upon the expiration or termination of the Purchase Agreement, (c) the Purchase Agreement is not executed by June 30, 2026 or (d) at

any time before the Placement Agency Agreement is entered into by and between the Company and the Placement Agent.

This Letter Agreement may

be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

*** SIGNATURE PAGE FOLLOWS***

Signature

Print Name

Position in Company, if any

Address for Notice:

[Insider Signature Page to Lock-up Letter Agreement]

By signing below, the Company

agrees to use commercially reasonable efforts to enforce the restrictions on transfer set forth in this Letter Agreement.

SOLIDION TECHNOLOGY, INC.

By:

Name:

Title:

[Company Signature Page to Lock-up Letter Agreement]

Exhibit C

Form of

AGENT’S PURCHASE WARRANT

EX-10.3 — WAIVER TO SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY, BAYSIDE PROJECT LLC AND MADISON BOND LLC

EX-10.3

Filename: ea029389701ex10-3.htm · Sequence: 6

Exhibit 10.3

SOLIDION TECHNOLOGY, INC.

WAIVER TO THE SECURITIES PURCHASE AGREEMENT

This waiver (this “Waiver”)

to the Securities Purchase Agreement, dated as of August 30, 2024, by and between Solidion Technology, Inc., a Delaware corporation (the

“Company”) and the purchasers from time to time party thereto, as amended by the Amendment to the Securities Purchase

Agreement, dated as of October 21, 2025, by and among the Company, Bayside Project LLC and Madison Bond LLC (together, the “Agreement”),

is entered into by and among the Company, Bayside Project LLC and Madison Bond LLC (the “Investors”), as of June 7,

2026 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed

to them in the Agreement.

Section 1 Conditional

Agreement to Waive Rights.

(a) Subject

to the conditions set forth in Section 1(b) below, effective as of the Effective Date, the parties to this Waiver consent to and waive

any provision of the Agreement, solely to the limited extent necessary to permit and effectuate the Offering (as described below), including,

but not limited to, restrictions, pre-emptive anti-dilution rights and notice obligations pursuant to Section 4(t) of the Agreement, that

would otherwise prohibit or restrict any party to the Agreement from participating in the offering and sale of shares of the Company’s

common stock, par value $0.0001 per share (“Common Stock”), and immediately exercisable pre-funded warrants, dated

on or about the Effective Date, to purchase shares of Common Stock (the “Offering”), in reliance upon the exemption

from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated

under such Act..

(b) The

waivers and consents set forth in Section 1(a) are subject to the following conditions:

(i) Sunset

and Reversion. This Waiver shall automatically terminate and be of no further force or effect upon the earliest of (a) the closing of

the Offering, (b) written termination or withdrawal of the Offering by the Company, or (c) ninety (90) days following the Effective Date.

Upon termination, all rights, remedies, protections, and obligations of the parties under the Agreement shall automatically be reinstated

in full without further action by any party.

(ii) Reservation

of Rights. Except solely as expressly waived herein with respect to the Offering, the Investors expressly retain all rights, preferences,

powers, remedies, and protections under the Agreement, at law, and in equity, including without limitation voting rights, governance rights,

and remedies for breach.

Section

2 Governing Law. The corporate law of the State of New York will govern all issues and questions concerning the

relative rights of the Company and its equityholders pursuant to this Waiver.

Section 3  Effect

on Agreement. Except as set forth herein, all other terms and conditions of the Agreement are unaffected hereby and

remain in full force and effect.

Section 4 Counterparts.

This Waiver may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but

all such counterparts taken together will constitute one and the same agreement.

Section 5 Entire

Agreement. Except as otherwise provided herein, this Waiver and the Agreement contain the complete agreement and

understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior

understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject

matter hereof in any way.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

have executed this Waiver to the Securities Purchase Agreement as of the date first written above.

Solidion Technology, Inc.

By:

/s/ Jaymes Winters

Name:

Jaymes Winters

Title:

Chief Executive Officer

[Signature Page to Waiver of Securities Purchase

Agreement – Project Shadow]

IN WITNESS WHEREOF, the parties

have executed this Waiver to the Securities Purchase Agreement as of the date first written above.

BAYSIDE PROJECT LLC:

By:

/s/ Henry Ikezi

Name:

Henry Ikezi

Title:

Manager

MADISON BOND LLC

By:

FUN Investment Homes, LLC,

its Manager

By:

/s/ Henry Ikezi

Name:

Henry Ikezi

Title:

Manager

[Signature Page to Waiver of Securities Purchase

Agreement – Project Shadow]

EX-99.1 — PRESS RELEASE, DATED JUNE 7, 2026

EX-99.1

Filename: ea029389701ex99-1.htm · Sequence: 7

Exhibit 99.1

Solidion Technology Announces $35

Million Private Placement of Common Stock Priced Above Market Under Nasdaq Rules

Proceeds fully fund the company through 2028

and will be used to accelerate commercialization of Solidion’s patented Extreme-Climate Battery Technology targeting the Lunar economy

and space applications

DALLAS, TX, June 07, 2026 (GLOBE NEWSWIRE) — Solidion Technology

Inc. (“Solidion” or the “Company”) (NASDAQ: STI), an advanced battery technology solutions provider, today announced

that it has entered into a securities purchase agreement with a new institutional investor for the purchase and sale of 2,333,000 shares

of common stock (or common stock equivalents) in a private placement priced above market under Nasdaq rules. The offering is expected

to result in gross proceeds of $35 million, before deducting offering expenses. The closing of the offering is expected to occur on or

about June 9, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering to support

the commercialization of its patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building

and testing of prototypes, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital Partners, is acting

as the sole placement agent for the offering.

The securities issued in the private placement described above have

not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC

for purposes of registering the resale of the shares of common stock issued in connection with the private placement.

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale

would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Solidion Technology, Inc.

Headquartered in Dallas, Texas, with pilot production facilities in

Dayton, Ohio, Solidion Technology (NASDAQ: STI) is an advanced battery technology solutions provider focused on manufacturing next-generation

battery materials and components, and developing high-performance batteries for energy storage, including UPS systems serving the AI data

center market, electric vehicles, and aerospace applications. The Company holds a portfolio of over 385 patents, covering innovations

such as high-capacity, silane-gas-free and graphene-enabled silicon anodes, biomass-based graphite, and advanced lithium-sulfur and lithium-metal

technologies.

For more information, please visit www.solidiontech.com or

contact Investor Relations.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc. (NASDAQ: STI) (the “Company,”

“Solidion,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the

Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.

The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,”

“intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,”

“expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We undertake no

obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise,

except as may be required by law.

Contact:

jaymes@solidiontech.com

GRAPHIC

Filename: ea029389701_ex99-1img1.jpg · Sequence: 8

Binary file (4699 bytes)

Download ea029389701_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 13

v3.26.1

Cover

Jun. 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 07, 2026

Entity File Number

001-41323

Entity Registrant Name

SOLIDION TECHNOLOGY, INC.

Entity Central Index Key

0001881551

Entity Tax Identification Number

87-1993879

Entity Incorporation, State or Country Code

Entity Address, Address Line One

13355 Noel Rd

Entity Address, Address Line Two

Suite 1100

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75240

City Area Code

972

Local Phone Number

918-5120

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

STI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration