Form 8-K

8-K — NOCERA, INC.

Accession: 0001683168-26-004286

Filed: 2026-05-26

Period: 2026-05-22

CIK: 0001756180

SIC: 0200 (AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — nocera_8k.htm (Primary)

EX-10.1 — EQUITY PURCHASE FACILITY AGREEMENT (nocera_ex1001.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT (nocera_ex1002.htm)

EX-10.3 — FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (nocera_ex1003.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: nocera_8k.htm · Sequence: 1

8-K

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0001756180

2026-05-22

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of

Report (date of earliest event reported): May 22,

2026

NOCERA,

INC.

(Exact

name of registrant as specified in charter)

Nevada

001-41434

16-1626611

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(Building B), No. 185, Sec. 1, Datong Rd., Xizhi

Dist., New Taipei City Taiwan

221,

ROC

(Address

of principal executive offices and zip code)

(886)

910-163-358

(Registrant’s

telephone number, including area code)

N/A

(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 registrant under any

of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities

registered pursuant to Section 12(b) of the Act: None

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

NCRA

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 ☒

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 May 22, 2026, Nocera, Inc. (the “Company”)

entered into an Equity Purchase Facility Agreement (the “EPFA”) with a certain institutional investor (the “Investor”),

pursuant to which the Company has the right, but not the obligation, to issue and sell to the Investor, from time to time during a 24-month

commitment period commencing on the date of the EPFA, up to $100,000,000 in aggregate amount of newly issued shares (the “Advance

Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the terms

and conditions set forth therein.

Subject to the terms and conditions of the EPFA,

the Company, in its sole discretion, may from time to time deliver an advance notice (each, an “Advance Notice”) directing

the Investor to purchase a specified amount of Advance Shares at certain agreed upon pricing mechanisms. There are no mandatory minimum

amount for each Advance or non-usages fee for not initiating Advances, however, each requested Advance may not exceed the Maximum Advance

Amount (as defined in the EPFA).

The EPFA contains customary representations, warranties,

covenants, conditions to closing and indemnification obligations of the parties. Among other limitations, the Investor’s ownership

of Common Stock at any time is limited to 4.99% of the outstanding Common Stock (the “Ownership Limitation”), which limit

the Investor may, upon at least sixty-one (61) days’ prior written notice to the Company, increase to 9.99%. In addition, unless

and until the Company obtains stockholder approval in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”),

the aggregate number of shares of Common Stock issuable under the EPFA may not exceed 19.99% of the outstanding Common Stock as of the

date of the EPFA (the “Exchange Cap”).

During the Additional Issuance Restricted Period

(as defined in the EPFA), the Investor has a right of first refusal with respect to any Subsequent Placement (as defined in the EPFA)

by the Company, and the Company is prohibited from entering into any Variable Rate Transaction (as defined in the EPFA), in each case

subject to customary exceptions.

The EPFA will terminate upon the earliest to occur

of (i) the 24-month anniversary of the date of the EPFA, (ii) the date on which the Investor has purchased Advance Shares with an aggregate

purchase price equal to the full commitment amount, and (iii) the date on which the Company makes any material restatement of its financial

statements for two (2) or more consecutive fiscal quarters, as further described in the EPFA.

Curvature Securities LLC is acting as placement

agent in connection with the transactions contemplated by the EPFA.

The shares of Common Stock to be issued under

the EPFA, will be offered and sold in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended

(the “Securities Act”), provided by Section 4(a)(2) thereof, as a transaction not involving any public offering. The Investor

has represented that it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) and

that it is acquiring such securities for investment for its own account and not with a view to, or for sale in connection with, any distribution

thereof.

Registration Rights Agreement

In connection with the EPFA, on May 22, 2026,

the Company and the Investor also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant

to which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) one or more registration

statements (the “Registration Statement”) covering the resale by the Investor of the Advance Shares issuable pursuant to the

EPFA. The Company is required to file the initial Registration Statement within forty-five (45) calendar days following the date of the

Registration Rights Agreement and to use its best efforts to cause the Registration Statement to become effective within ninety (90) calendar

days following such filing.

First Amendment to Securities Purchase Agreement

As previously reported, on October 31, 2025, the

Company entered into a Securities Purchase Agreement (the “Original SPA”) with a certain institutional accredited investor

(the “SPA Buyer”) pursuant to which the Company agreed to issue and sell, and the SPA Buyer agreed to purchase, in multiple

closings, a new series of senior secured convertible notes of the Company (the “Notes”), subject to the satisfaction or waiver

of certain conditions.

On May 22, 2026, the Company and the SPA Buyer

entered into a First Amendment to Securities Purchase Agreement (the “SPA Amendment”), to amend the Original SPA and provide

that the use of net proceeds from the sale of the Notes at any Additional Closing (as defined in the Original SPA) would be used for (i)

general corporate purposes and working capital, (ii) acquisitions, investments or other strategic transactions, and (iii) any other lawful

corporate purposes. The SPA Amendment continues to prohibit the use of proceeds for, among other things, repayment of general indebtedness,

repurchases of the Company’s securities, payments to related parties, and settlement of litigation matters (other than acquisition-related

matters).

The foregoing descriptions of the EPFA, the

Registration Rights Agreement, and the SPA Amendment do not purport to be complete and are qualified in their entirety by reference

to the forms of such agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, hereto and are

incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements

other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding the EPFA,

the Registration Rights Agreement, the SPA Amendment, the anticipated benefits of the transactions described herein, the Company’s

ability to issue and sell shares of Common Stock under the EPFA, the timing and effectiveness of the Registration Statement, the Company’s

use of proceeds, the receipt of any required stockholder approvals, and the consummation of the transactions contemplated by the foregoing.

Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that

could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, without

limitation, market conditions, the Company’s ability to satisfy the conditions to closing under the EPFA, the failure to obtain

any required stockholder or regulatory approvals, fluctuations in the trading price and trading volume of the Common Stock, and the other

risks and uncertainties discussed in the Company’s filings with the SEC, including under the heading “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no

obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may

be required by applicable law.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form

8-K with respect to the issuance of shares of Common Stock under the EPFA is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Equity Purchase Facility

Agreement, dated as of May 22, 2026, by and between Nocera, Inc. and the Investor.

10.2

Form of Registration Rights Agreement,

dated as of May 22, 2026, by and between Nocera, Inc. and the Investor.

10.3

Form of First Amendment to Securities

Purchase Agreement, dated as of May 22, 2026, by and between Nocera, Inc. and the SPA Buyer.

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange

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

NOCERA, INC.

Date: May 26, 2026

By: /s/ Andy Ching-An Jin

Name: Andy Ching-An Jin

Title: Chief Executive Officer

EX-10.1 — EQUITY PURCHASE FACILITY AGREEMENT

EX-10.1

Filename: nocera_ex1001.htm · Sequence: 2

Exhibit 10.1

EQUITY PURCHASE

FACILITY AGREEMENT

THIS EQUITY PURCHASE FACILITY

AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited

liability company, or its registered assigns (the “Investor”) and Nocera,

Inc. a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually

as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the

Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to an aggregate of $100 million (the

“Commitment Amount”) in newly issued shares of common stock of the Company, par value $0.001 per share (the “Common

Shares”);

WHEREAS, the Common

Shares are listed on the Nasdaq Capital Market under the symbol “NCRA”;

WHEREAS, the offer

and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the

registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder;

and

WHEREAS, the Parties

are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration

Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the

Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.

NOW, THEREFORE,

the Parties hereto agree as follows:

Article I. Certain Definitions

Section 1.01.

For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the respective meanings indicated

below, such meanings to be applicable equally to both the singular and plural forms of such terms:

(a)

“Accredited Investor” shall have the meaning set forth in Section 3.05.

(b)

“Additional Issuance Restricted Period” shall mean the period beginning on the date of this Agreement through,

and including, three (3) calendar months after a Lapsed Registration Termination or any termination pursuant to Section 9.01(b).

(c)

“Adjusted Advance Amount” shall have the meaning set forth in Section 2.02(i).

(d)

“Advance” shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this

Agreement.

(e)

“Advance Date” means the first Trading Day immediately after the expiration of the applicable Pricing Period

for each Advance.

(f)

“Advance Halt” means, on any day during the Pricing Period (i) the Company notifies the Investor that a Material

Outside Event has occurred or shall have occurred, (ii) the Company notifies the Investor of a Black Out Period, or (iii) the Investor

learns that an Equity Condition Failure exists.

(g)

“Advance Notice” shall mean a written notice in the form of Exhibit B attached hereto to the Investor

executed by an officer of the Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the

Investor.

(h)

“Advance Notice Confirmation” means, in connection with an Advance Notice selecting either an Accelerated Purchase

Pricing Period, an Extended Purchase Pricing Period or an Overtime Purchase Pricing Period, written confirmation by the Investor to the

Company (which may be delivered by e-mail), at the Investor’s discretion, accepting such Advance Notice, subject to the terms and

adjustments herein, and, where applicable, specifying the time the Pricing Period begins (at Investor’s discretion) for such Advance

Notice.

(i)

“Advance Notice Date” means each date the Company is deemed to have delivered (in accordance with Section 2.01(b)

of this Agreement) an Advance Notice to the Investor, subject to the terms of this Agreement.

(j)

“Advance Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant

to the terms of this Agreement.

(k)

“Affiliate” shall have the meaning set forth in Section 3.07.

(l)

“After Market Trading Day” means a Trading Day during which the close of Regular Trading Hours on the Principal

Market ends at 4:00 p.m. New York City time and trading on the Principal Market continues after the close of the Principal Market until

8:00 p.m. New York City time in the form of after-market trading.

(m)

“After Market Notice Hours” means, on an After Market Trading Day, the period of time from 4:00 p.m. New York

City time until 7:30 p.m. New York City time.

(n)

“After Market Trading Hours” means, on an After Market Trading Day, the period of time from 4:00 p.m. New York

City time until 8:00 p.m. New York City time.

(o)

“After Market Pricing Hours” means the trading hours during any Trading Day that the Principal Market is open,

beginning at the start of Regular Trading Hours on such Trading Day and ending at the conclusion of the After Market Trading Hours on

such Trading Day.

(p)

“Aggregate Purchase Price" means the product of (i) the Purchase Price and (ii) the Adjusted Advance Amount.

(q)

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

(r)

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives,

policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including

without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting,

(ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States

Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

(s)

“Applicable VWAP” means the Daily VWAP, Extended Daily VWAP, Hourly VWAP, Extended Hourly VWAP or Overtime VWAP,

as applicable.

(t)

“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the

Company prior to or subsequent to the date hereof pursuant to which Common Shares and standard options to purchase Common Shares may be

issued to any employee, officer or director for services provided to the Company in their capacity as such.

(u)

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or similar laws for the relief of

debtors.

(v)

“Black Out Period” shall have the meaning set forth in Section 6.04(a).

(w)

“Block Trades” means any privately negotiated transaction involving the sale or resale of Common Shares, executed

outside of the public exchange (including trades executed through alternative trading systems, dark pools, or direct negotiation), involving

at least 10,000 Common Shares, including trades where a broker-dealer attempts to sell the securities as agent but may position and resell

a portion of the block as principal to facilitate the transaction. Such trades may be conducted without substantial marketing efforts

prior to pricing and may include same-day trades, overnight trades or similar transactions.

(x)

“Bona Fide Offer” shall have the meaning set forth in Section 6.22.

(y)

“Closing” shall have the meaning set forth in Section 2.04.

(z)

“Commitment Amount” shall have the meaning set forth in the recitals of this Agreement.

(aa)

“Commitment Period” shall mean the period commencing on the date of this Agreement and expiring upon the date

of termination of this Agreement in accordance with Section 9.01.

(bb)

“Commitment Fee” shall have the meaning set forth in Section 11.04.

(cc)

“Commitment Shares” shall have the meaning set forth in Section 11.04.

(dd)

“Common Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, 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 Shares.

(ee)

“Common Shares” shall have the meaning set forth in the recitals of this Agreement.

(ff)

“Company” shall have the meaning set forth in the preamble of this Agreement.

(gg)

“Company Charter” means the Amended and Restated Articles of Incorporation of the Company as in effect on the

date hereof and as may be amended from time to time.

(hh)

“Company Indemnitees” shall have the meaning set forth in Section 5.02.

(ii)

“Condition Satisfaction Date” shall have the meaning set forth in Annex I.

(jj)

“Confirmation Deadline” means, in connection with (i) an Advance Notice selecting an Accelerated Purchase Pricing

Period or Extended Purchase Pricing Period, 4:00 p.m. New York City time (or the conclusion of Regular Trading Hours on the Principal

Market, if earlier) on the Trading Day of the applicable Pricing Period, and (ii) an Advance Notice selecting an Overtime Purchase Pricing

Period, 8:00 p.m. New York City time on the After Market Trading Day of the applicable Pricing Period.

(kk)

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,

of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent

of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such

liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability

will be protected (in whole or in part) against loss with respect thereto.

(ll)

“Convertible Securities” shall mean any shares of capital stock or other security of the Company or any of its

Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for,

or which otherwise entitles the holder thereof to acquire, any shares of capital stock or other security of the Company (including, without

limitation, Common Shares) or any of its Subsidiaries.

(mm)

“Current Report” shall have the meaning set forth in Section 6.15.

(nn)

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(oo)

“Daily Traded Amount” means the daily trading volume of the Common Shares on the Principal Market during Regular

Trading Hours as reported by the Reporting Service.

(pp)

“Daily VWAP” means, for any Trading Day, the VWAP for such Trading Day during Regular Trading Hours as reported

by the Reporting Service. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction during such period.

(qq)

“Disclosure Schedules” shall have the meaning set forth in Article IV.

(rr)

“Effective Date” means the first Trading Day immediately following the date hereof.

(ss)

“Eligible Advance Notice” means an Advance Notice (i) properly delivered by the Company in accordance, and in

compliance, with the applicable terms and conditions of this Agreement, and (ii) where the delivery of such Advance Notice will not cause,

on any given Trading Day, a Pricing Period related to such Advance Notice to overlap with a Pricing Period in effect with respect to a

different Advance Notice. (For avoidance of doubt, the Pricing Period of only one Advance Notice may be in effect on the same Trading

Day and, therefore, any additional Advance Notice that would cause overlapping Pricing Periods on a given Trading Day shall not be deemed

an Eligible Advance Notice).

(tt)

“Environmental Laws” shall have the meaning set forth in Section 4.14.

(uu)

“Equity Condition Failure” means a Trading Day during a Pricing Period on which (A) the Company or any of its

respective directors, officers, employees or agents has disclosed any material non-public information about the Company to the Investor

(unless a public announcement thereof is made by the Company in the manner contemplated by Regulation FD prior to the opening of trading

on the Principal Market), or (B) any of the conditions set forth in subparagraphs (b), (c), (f), (h), (i), (n), (o), or (p) to Annex

I to this Agreement are not satisfied.

(vv)

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

thereunder.

(ww)

“Exchange Cap” shall have the meaning set forth in Section 2.02(c).

(xx)

“Excluded Day” means a day on which (i) there is no VWAP for the Common Shares, or (ii) with respect to any

Advance Notice delivered by the Company selecting a Regular Purchase Pricing Period where the Company specified a Minimum Acceptable Price,

each Trading Day during a Pricing Period in which any Hourly VWAP of the Common Shares during the relevant Regular Purchase Pricing Period

is below the Minimum Acceptable Price in effect with respect to such Advance Notice (each, a “MAP Event”).

(yy)

“Excluded Securities” means (i) Common Shares or options to purchase Common Shares issued to directors, officers

or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan, provided

that (A) all such issuances (taking into account the Common Shares issuable upon exercise of such options) after the date of this Agreement

pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Shares issued and outstanding immediately prior

to the date thereof and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number

of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that

adversely affects the Investor; (ii) Common Shares issued upon the conversion or exercise of Convertible Securities (other than options

to purchase Common Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date of

this Agreement, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security

is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security

that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such

Convertible Securities (other than options to purchase Common Shares issued pursuant to an Approved Stock Plan that are covered by clause

(i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Shares issued pursuant

to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none

of the terms or conditions of any such Convertible Securities (other than options to purchase Common Shares issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects the Investor; (iii)

any Common Shares issued or issuable in connection with any acquisitions (whether by merger, consolidation, purchase of equity, purchase

of assets, reorganization or otherwise), mergers, consolidations, or reorganizations approved by a majority of the disinterested directors

of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through

its subsidiaries, an operating company or an owner of an asset in a business complementary with the business of the Company and shall

provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company

is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities,

provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights

that require or permit the filing of any registration statement in connection therewith; and (iv) any convertible promissory notes of

the Company issued or issuable pursuant to that certain securities purchase agreement dated as of October 31, 2025 by and between the

Company and the investor signatory thereto (the “October SPA”) or Common Shares issued or issuable upon conversion

of such notes.

(zz)

“Extended Daily VWAP” means, for any Trading Day, the Extended VWAP for such Trading Day during Extended Trading

Hours as reported by the Reporting Service. All such determinations shall be appropriately adjusted for any stock dividend, stock split,

stock combination, recapitalization or other similar transaction during such period.

(aaa)

“Extended Hourly VWAP” means, for any Trading Day, the Extended VWAP during any given one-hour interval beginning

at 4:00 a.m. New York City time through 4:00 p.m. New York City time, as reported by the Reporting Service. In the event that for the

relevant Pricing Period, the Extended Trading Hours results in a fractional hour, then the last fractional hour of trading of the Extended

Trading Hours on such Trading Day will count as the final “one-hour” interval of such Trading Day. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction

during such period.

(bbb)

“Extended Trading Hours” means the trading hours during any Trading Day that the Principal Market is open, beginning

at 4:00 a.m. New York City time and ending 4:00 p.m. New York City time (or at the time the Principal Market closes, if earlier) on such

Trading Day. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization

or other similar transaction during such period.

(ccc)

“Extended VWAP” means, for any Trading Day that the Common Shares is then listed or quoted on a Principal Market,

the volume weighted average price of the Common Shares for the applicable measurement period on the Principal Market during the Extended

Trading Hours on such Trading Day as reported by the Reporting Service. All such determinations shall be appropriately adjusted for any

stock dividend, stock split, stock combination, recapitalization or other similar transaction during such measurement period.

(ddd)

“GAAP” shall have the meaning set forth in Section 4.07.

(eee)

“GDPR” shall have the meaning set forth in Section 4.36.

(fff)

“Hazardous Materials” shall have the meaning set forth in Section 4.14.

(ggg)

“HIPAA” shall have the meaning set forth in Section 4.36.

(hhh)

“Hourly VWAP” means, for any Trading Day, the VWAP during any given one-hour interval beginning at 9:30 a.m.

New York City time through 4:00 p.m. New York City time (or the close of trading on the Principal Market, if earlier), as reported by

the Reporting Service. The last 30 minutes (or fraction of an hour) of the Regular Trading Hours of such Trading Day will count as the

final “one-hour” interval of such Trading Day.

(iii)

“Indebtedness” means (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed

as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with

GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (iii) all reimbursement

or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by

notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,

assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred

as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights

and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),

(vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods

covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or

for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien upon or in any property

or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has

not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or

obligations of others of the kinds referred to in clauses (i) through (vii) above.

(jjj)

“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

(kkk)

“Insolvent” shall mean, whether on a consolidated or individual basis, (i) the Company and its Subsidiaries

are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and

matured, (ii) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required

to pay the Company’s and its Subsidiaries’ total Indebtedness or (iii) the Company and its Subsidiaries intend to incur or

believe that they will incur debts that would be beyond their ability to pay as such debts mature. Neither the Company nor any of its

Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for

which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the

business in which it is engaged as such business is now conducted and is proposed to be conducted.

(lll)

“Investor” shall have the meaning set forth in the preamble of this Agreement.

(mmm)

“Investor Indemnitees” shall have the meaning set forth Section 5.01.

(nnn)

“IT Systems” shall have the meaning set forth in Section 4.36.

(ooo)

“Lapsed Registration Termination” shall have the meaning set forth in 9.01(a).

(ppp)

“Limitation Date” shall have the meaning set forth in Section 6.21(b)(i).

(qqq)

“Market Price” shall mean the Accelerated Purchase Market Price, Regular Purchase Market Price, Extended Purchase

Market Price or Overtime Purchase Market Price, as applicable (in each case, to be appropriately adjusted for any reorganization, recapitalization,

non-cash dividend, stock split or other similar transaction that occurs on or after the date of the Original Agreement):

(i)

“Accelerated Purchase Market Price” for an Accelerated Purchase Pricing Period, the lower of (i) the lowest

price the Common Shares traded during the Regular Trading Hours of the Trading Day applicable to the Accelerated Purchase Pricing Period

and (ii) the lowest Hourly VWAP of the Common Shares during the Regular Trading Hours of the Trading Day applicable to the Accelerated

Purchase Pricing Period;

(ii)

“Regular Purchase Market Price” for a Regular Purchase Pricing Period the lowest Hourly VWAP of the Common Shares

during the Regular Trading Hours During Pricing Period applicable to the Pricing Period (for avoidance of doubt, the Regular Purchase

Market Price does not include any Excluded Day during the relevant Pricing Period);

(iii)

“Extended Purchase Market Price” for an Extended Purchase Pricing Period, the lower of (i) the lowest price

the Common Shares traded during the Extended Trading Hours on the Trading Day applicable to the Extended Purchase Pricing Period and (ii)

the lowest Extended Hourly VWAP of the Common Shares during the Trading Day applicable to the Extended Purchase Pricing Period; and

(iv)

“Overtime Purchase Market Price” for an Overtime Purchase Pricing Period, the lower of (i) the lowest price

the Common Shares traded during the After Market Pricing Hours on the Trading Day applicable to the Overtime Purchase Pricing Period and

(ii) the lowest Overtime Hourly VWAP of the Common Shares during the Trading Day applicable to the Overtime Purchase Pricing Period.

(rrr)

“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities,

operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually

or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or

instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries

to perform any of their respective obligations under any of the Transaction Documents.

(sss)

“Material Outside Event” shall have the meaning set forth Section 6.11.

(ttt)

“Maximum Advance Amount” means the Accelerated Purchase Maximum Advance Amount, Regular Purchase Maximum Advance

Amount or Extended Purchase Maximum Advance Amount, as applicable, provided, however, notwithstanding anything herein to the contrary,

the Maximum Advance Amount shall not exceed the limitations set forth in Section 2.02 of this Agreement:

(i)

“Accelerated Purchase Maximum Advance Amount” in respect of each Advance Notice with an Accelerated Purchase

Pricing Period, an amount of Common Shares equal to the lower of (i) four hundred percent (400%) of the median Daily Traded Amount during

the ten (10) consecutive Trading Days immediately preceding an Advance Notice Date, and (ii) such number of Common Shares equal to $2,500,000

as of the date of each Advance Notice (determined based on the last closing price of the Common Shares on the Principal Market prior to

delivery of such Advance Notice), or such other amount of Common Shares as agreed upon by the Parties in writing, which may be made via

e-mail;

(ii)

“Regular Purchase Maximum Advance Amount” in respect of each Advance Notice with a Regular Purchase Pricing

Period, an amount of Common Shares equal to the lower of (i) one hundred percent (100%) the median Daily Traded Amount during the ten

(10) consecutive Trading Days immediately preceding an Advance Notice Date, and (ii) such number of Common Shares equal to $1,000,000

as of the date of each Advance Notice (determined based on the last closing price of the Common Shares on the Principal Market prior to

delivery of such Advance Notice);

(iii)

“Extended Purchase Maximum Advance Amount” in respect of each Advance Notice with an Extended Purchase Pricing

Period, an amount of Common Shares equal to the lower of (i) four hundred percent (400%) of the median Daily Traded Amount during the

ten (10) consecutive Trading Days immediately preceding an Advance Notice Date, and (ii) such number of Common Shares equal to $2,500,000

as of the date of each Advance Notice (determined based on the last closing price of the Common Shares on the Principal Market prior to

delivery of such Advance Notice), or such other amount of Common Shares as agreed upon by the Parties in writing, which may be made via

e-mail; and

(iv)

“Overtime Purchase Maximum Advance Amount” in respect of each Advance Notice with an Overtime Purchase Pricing

Period, an amount of Common Shares equal to the lower of (i) four hundred percent (400%) of the median Daily Traded Amount during the

ten (10) consecutive Trading Days immediately preceding an Advance Notice Date, and (ii) such number of Common Shares equal to $2,500,000

as of the date of each Advance Notice (determined based on the last closing price of the Common Shares on the Principal Market prior to

delivery of such Advance Notice), or such other amount of Common Shares as agreed upon by the Parties in writing, which may be made via

e-mail.

(uuu)

“Minimum Acceptable Price” or “MAP” shall mean the minimum price per Advance Share as may

be specified by the Company to the Investor in each Advance Notice selecting a Regular Purchase Pricing Period, if applicable.

(vvv)

“Money Laundering Laws” shall have the meaning set forth in Section 4.32.

(www)

“OFAC” shall have the meaning set forth in Section 4.31.

(xxx)

“Offer Notice” shall have the meaning set forth in Section 6.22.

(yyy)

“Ownership Limitation” shall have the meaning set forth in Section 2.02(a).

(zzz)

“Overtime Daily VWAP” means, for any After Market Trading Day, the Overtime VWAP for such After Market Trading

Day during the After Market Trading Hours, starting at the beginning of the Overtime Purchase Pricing Period and ending at 8:00 p.m.,

as reported by the Reporting Service. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination, recapitalization or other similar transaction during such period.

(aaaa)

“Overtime Hourly VWAP” means, for any Trading Day, the Overtime VWAP during any given one-hour interval beginning

at the start of Regular Trading Hours through the conclusion of After Market Trading Hours, as reported by the Reporting Service. In the

event that, for the relevant Pricing Period, the After Market Pricing Hours results in a fractional hour, then the last fractional hour

of trading of the After Market Pricing Hours on such Trading Day will count as the final “one-hour” interval of such Trading

Day. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization

or other similar transaction during such period.

(bbbb)

“Overtime VWAP” means, for any After Market Trading Day, the volume weighted average price of the Common Shares

on the Principal Market during the After Market Pricing Hours as reported by the Reporting Service for the applicable measurement period

but in no event after the conclusion of the After Market Trading Hours, provided, however, that for purposes of calculating the

volume weighted average price of the Common Shares, the “Overtime VWAP” shall exclude Block Trades. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction

during such measurement period.

(cccc)

“Party” and “Parties” shall each have the meaning set forth in the recitals of this Agreement.

(dddd)

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other

entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(eeee)

“Personal Data” shall have the meaning set forth in Section 4.36.

(ffff)

“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution

of the Shares.

(gggg)

“Pricing Period” shall mean either the Accelerated Purchase Pricing Period, the Regular Purchase Pricing Period,

the Extended Purchase Pricing Period or the Overtime Purchase Pricing Period, as applicable:

(i)

“Accelerated Purchase Pricing Period” means, with respect to an Advance Notice selecting an Accelerated Purchase

Pricing Period, the period commencing at the Accelerated Deemed Delivered Time (or the start of Regular Trading Hours on the Principal

Market on such Trading Day, if later) and ending at 4:00 p.m. New York City time (or the close of Regular Trading Hours on the Principal

Market, if earlier) on the applicable date of the Accelerated Deemed Delivered Time; provided however, that in the event of an Advance

Halt, the Accelerated Purchase Pricing Period shall expire at the time of such Advance Halt;

(ii)

“Regular Purchase Pricing Period” means, with respect to an Advance Notice selecting a Regular Purchase Pricing

Period, the Regular Trading Hours of the three consecutive Trading Days commencing at the start of Regular Trading Hours on the date of

the applicable Deemed Delivered Time and ending at the close of Regular Trading Hours on the third consecutive Trading Day; provided,

however, that in the event of an Advance Halt, the Regular Purchase Pricing Period shall end at the time of such Advance Halt (for the

avoidance of doubt, except where explicitly stated in this Agreement that Excluded Days shall be excluded, the Regular Purchase Pricing

Period shall not include any Excluded Day(s));

(iii)

“Extended Purchase Pricing Period” means, with respect to an Advance Notice selecting an Extended Purchase Pricing

Period, the period commencing at the Extended Deemed Delivered Time and ending at 4:00 p.m. New York City time (or the close of Regular

Trading Hours on the Principal Market, if earlier) on the applicable date of the Extended Deemed Delivered Time; provided however, that

in the event of an Advance Halt, the Extended Purchase Pricing Period shall expire at the time of such Advance Halt; and

(iv)

“Overtime Purchase Pricing Period” means, with respect to an Advance Notice selecting an Overtime Purchase Pricing

Period, the period commencing at the Overtime Deemed Delivered Time and ending at the conclusion of the After Market Pricing Hours on

the date of the Deemed Delivered Time; provided however, that in the event of an Advance Halt, the Overtime Purchase Pricing Period shall

expire at the time of such Advance Halt.

(hhhh)

“Principal Market” shall mean the Nasdaq Capital Market, provided however, that in the event the Common Shares

are ever listed or traded on any of the Trading Markets, then the “Principal Market” shall mean such Trading Market on which

the Common Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for

the Common Shares.

(iiii)

“Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto)

used by the Company in connection with a Registration Statement, including documents incorporated by reference therein.

(jjjj)

“Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to

Rule 424(b) under the Securities Act, including documents incorporated by reference therein.

(kkkk)

“Purchase Price” shall mean the price per Advance Share in respect of any Advance Notice:

(i)

For an Advance Notice selecting an Accelerated Purchase Pricing Period or Extended Purchase Pricing Period, the applicable Market

Price multiplied by ninety-five percent (95%); provided, however, that, subject to the rules and regulations of the Principal Market,

such percentage may be reduced at any time at the Company’s sole discretion;

(ii)

For an Advance Notice selecting a Regular Purchase Pricing Period, the applicable Regular Purchase Market Price multiplied by ninety-three

percent (93%); provided, however, that, subject to the rules and regulations of the Principal Market, such percentage may be reduced at

any time at the Company’s sole discretion; and

(iii)

For an Advance Notice selecting an Overtime Purchase Pricing Period, the applicable Overtime Purchase Market Price multiplied by

ninety-five percent (95%); provided, however, that, subject to the rules and regulations of the Principal Market, such percentage may

be reduced at any time at the Company’s sole discretion.

(llll)

“Real Property” shall mean the real property, leases in real property, facilities or other interests in real

property owned or held by the Company or any of its Subsidiaries.

(mmmm)

“Registrable Securities” shall have the meaning set forth in the Registration Rights Agreement.

(nnnn)

“Registration Limitation” shall have the meaning set forth in Section 2.02(b).

(oooo)

“Registration Rights Agreement” shall have the meaning set forth in the recitals of this Agreement.

(pppp)

“Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

(qqqq)

“Regular Trading Hours” means the regular trading hours during any Trading Day that the Principal Market is

open, starting 9:30 a.m. New York City time and ending 4:00 p.m. New York City time (or at the time the Principal Market closes, if earlier)

on such Trading Day (for avoidance of doubt, Regular Trading Hours excludes pre-market and post-market trading).

(rrrr)

“Regular Trading Hours During Pricing Period” means the trading hours during any Trading Day, beginning at the

start of the applicable Pricing Period and ending at the end of the applicable Pricing Period (for the avoidance of doubt, Regular Trading

Hours During Regular Pricing Period shall include pre-market and post-market trading).

(ssss)

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

(tttt)

“Reporting Service” means either Bloomberg L.P. or FactSet Research Systems Inc., as determined by the Investor

from time to time.

(uuuu)

“Required Approvals” shall have the meaning set forth in Section 4.02.

(vvvv)

“Reservation Estimate” shall have the meaning set forth in Section 6.26.

(wwww) “Restricted

Period” shall have the meaning set forth in Section 6.19.

(xxxx)

“Restricted Person” shall have the meaning set forth Section 6.19.

(yyyy)

“Rule 144” shall have the meaning set forth in Section 6.08.

(zzzz)

“Sanctions” shall have the meaning set forth in Section 4.31.

(aaaaa)

“Sanctioned Countries” shall have the meaning set forth in Section 4.31.

(bbbbb)

“SEC” shall mean the U.S. Securities and Exchange Commission.

(ccccc)

“SEC Documents” means (1) any registration statement filed by the Company with the SEC, including the financial

statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to

be a part thereof as of the effective date of such registration statement under the Securities Act, (2) any proxy statement or prospectus

filed by the Company with the SEC, including all documents incorporated or deemed incorporated therein by reference, whether or not included

in a registration statement, in the form in which such proxy statement or prospectus has most recently been filed with the SEC pursuant

to Rule 424(b) under the Securities Act, (3) all reports, periodic reports, schedules, registrations, forms, statements, information and

other documents filed with or furnished to the SEC by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during

the two years prior to the date hereof, including, without limitation, the Current Report, (4) each Registration Statement, as the same

may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained

in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.

(ddddd)

“Securities Act” shall have the meaning set forth in the recitals of this Agreement.

(eeeee)

“Settlement Document” in respect of an Advance Notice delivered by the Company, shall mean a settlement document

in the form set out on Exhibit C.

(fffff)

“Shares” means the Common Shares to be issued from time to time hereunder pursuant to an Advance.

(ggggg)

“Stockholder Approval” shall have the meaning set forth in Section 6.25.

(hhhhh)

“Subsequent Placement” means the issuance, offer, sale, grant any option or right to purchase, or otherwise

disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity

security or equity-linked or related security (including, without limitation, any “equity security” (as that term is defined

under Rule 405 promulgated under the Securities Act)), any Convertible Securities, any debt, any preferred stock or any purchase rights

(any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Additional Issuance Restricted Period

or at any time thereafter)).

(iiiii)

“Subsidiaries” means any Person in which (I) the accounts of which would be consolidated with those of the Company

in the Company’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (II) the

Company, directly or indirectly, (i) owns any of the outstanding shares of capital stock or holds any equity or similar interest of such

Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing,

is individually referred to herein as a “Subsidiary”.

(jjjjj)

“Trading Day” means any day during which the Principal Market shall be open for business.

(kkkkk)

“Trading Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market,

the Nasdaq Global Market, the Nasdaq Capital Market, or the NYSE Euronext, whichever is at the time the principal trading exchange or

market for the Common Shares.

(lllll)

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement and each of the

other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated

hereby and thereby, as may be amended from time to time.

(mmmmm)

“Transactions” shall have the meaning set forth in the recitals.

(nnnnn)

“Transfer Agent” means Mountain Share Transfer, LLC, the current transfer agent of the Company, with a mailing

address of 2030 Powers Ferry Road SE, Suite #212, Atlanta, GA 30339 and a facsimile number of 404-474-3110, and any successor transfer

agent of the Company.

(ooooo)

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any Common Shares or

Common Share Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common

Shares or Common Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or

varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such equity or debt securities

(including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange

price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including,

without limitation, any “full ratchet,” “share ratchet,” “price ratchet,” or “weighted average”

anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend,

share split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without

limitation, Common Shares or Common Share Equivalents, either (A) at a price that is subject to being reset at some future date after

the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related

to the business of the Company or the market for the Common Shares (other than standard anti-dilution protection for any reorganization,

recapitalization, non- cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains

any put, call, redemption, buy-back, price- reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes”

put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company,

or (iii) enters into any agreement, including, but not limited to, an at-the-market offering or “equity line of credit” (that

is not an Excluded Securities) or other continuous offering or similar offering of Common Shares or Common Share Equivalents whereby the

Company may sell Common Shares or Common Share Equivalents at a future determined price.

(ppppp)

“Volume Limit” means,

(i)

For an Advance Notice selecting either an Accelerated Purchase Pricing Period or Extended Purchase Pricing Period, the trading

volume of the Common Shares on the Principal Market, excluding any Block Trades, during the applicable Pricing Period as reported by the

Reporting Service multiplied by ten percent (10%);

(ii)

For an Advance Notice selecting a Regular Purchase Pricing Period, the trading volume of the Common Shares on the Principal Market,

excluding any Block Trades, during the Regular Trading Hours of such Pricing Period (excluding any applicable Excluded Day(s)) as reported

by the Reporting Service multiplied by ten percent (10%); and

(iii)

For an Advance Notice selecting an Overtime Purchase Pricing Period, the trading volume of the Common Shares on the Principal Market,

excluding any Block Trades, during the applicable Pricing Period as reported by the Reporting Service multiplied by ten percent (10%).

(qqqqq)

“Volume Threshold” means a number of Shares equal to the quotient of (i) the number of Advance Shares requested

by the Company in an Advance Notice divided by (ii) 0.10.

(rrrrr)

“Volume Adjusted Advance Amount” shall have the meaning set forth in Section 2.02(e).

(sssss)

“Volume Threshold Failure” shall have the meaning set forth in Section 2.02(e).

(ttttt)

“VWAP” means, for any Trading Day that the Common Shares is then listed or quoted on the Principal Market, the

volume weighted average price of the Common Shares for applicable measurement period on the Principal Market during the Regular Trading

Hours of the Principal Market as reported by the Reporting Service. All such determinations shall be appropriately adjusted for any stock

dividend, stock split, stock combination, recapitalization or other similar transaction during such measurement period.

Article II. Advances

Section 2.01.

Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, at any time during the Commitment Period,

the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor

shall subscribe for and purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices, on the following

terms:

(a)

Advance Notice. At any time during the Commitment Period the Company may require the Investor to purchase Common Shares

by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions set forth herein

and in Annex I, and in accordance with the following provisions:

(i)

the Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount, it desires

to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice;

(ii)

there shall be no mandatory minimum Advances and there shall be no non-usages fee for not utilizing the Commitment Amount or any

part thereof; and

(iii)

in the event that the bid price for the Common Shares is at or below $1.00 (the “Trigger Price”), an Advance

Notice shall not be deemed delivered without the prior written consent of the Investor. Notwithstanding anything to the contrary herein,

the Trigger Price shall not be adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction.

(b)

Date and Time of Delivery of Advance Notice.

(i)

Accelerated Purchase Pricing Period. An Advance Notice sent in accordance with the terms herein and selecting an Accelerated

Purchase Pricing Period shall be deemed delivered if such notice is received by the Investor via e-mail on a Trading Day and the Investor

delivers to the Company an Advance Notice Confirmation for such Advance Notice at the Investor’s discretion and (i) if such Advance

Notice is received by the Investor via e-mail before 9:00 a.m. New York City time on such Trading Day and the Investor delivers to the

Company an Advance Notice Confirmation, such Advance Notice shall be deemed delivered on such Trading Day at the start of the Regular

Trading Hours of the Principal Market on such Trading Day, (ii) if such Advance Notice is received via e-mail after 9:00 a.m. New York

City time and before 4:00 p.m. New York City time on such Trading Day and the Investor delivers to the Company an Advance Notice Confirmation,

such Advance Notice shall be deemed delivered on such Trading Day at the time specified by the Investor in the Advance Notice Confirmation,

or (iii) if such notice is received via e-mail after 4:00 p.m. New York City time and the Investor delivers to the Company an Advance

Notice Confirmation, such Advance Notice shall be deemed delivered as of the start of the Regular Trading Hours of the Principal Market

on the immediately succeeding Trading Day (each instance, as applicable, the “Accelerated Deemed Delivered Time”).

(ii)

Regular Purchase Pricing Period. An Advance Notice sent in accordance with the terms herein and selecting a Regular Purchase

Pricing Period shall be deemed delivered on (i) the Trading Day it is received by the Investor if such notice is received by e-mail at

or before 9:00 a.m. New York City time (or at such later time if agreed to by the Investor in its discretion), or (ii) the immediately

succeeding Trading Day if it is received by e-mail after 9:00 a.m. New York City time (each instance, as applicable, the “Regular

Deemed Delivered Time”). In the event that the Company delivers an Advance Notice selecting an (i) Accelerated Purchase Pricing

Period or Extended Purchase Pricing Period on a Trading Day prior to 9:00 a.m. New York City time, or (ii) Overtime Purchase Pricing Period

on an After Market Trading Day during After Market Notice Hours, and in either instance, as applicable, the Investor has not sent an Advance

Notice Confirmation prior to the Confirmation Deadline, the Advance Notice shall be accepted or rescinded as provided in Section 2.01(b)(v).

(iii)

Extended Purchase Pricing Period. An Advance Notice sent in accordance with the terms herein and selecting an Extended Purchase

Pricing Period shall be deemed delivered if such notice is received by the Investor via e-mail on a Trading Day and the Investor delivers

to the Company an Advance Notice Confirmation for such Advance Notice, at the Investor’s discretion and (i) if such Advance Notice

is received by the Investor via e-mail before 4:00 p.m. New York City time on such Trading Day and the Investor delivers to the Company

an Advance Notice Confirmation, such Advance Notice shall be deemed delivered on such Trading Day at the time specified by the Investor

in the Advance Notice Confirmation, or (ii) if such notice is received via e-mail after 4:00 p.m. New York City time, such Advance Notice

shall be deemed delivered on the immediately succeeding Trading Day, at the time specified by the Investor in the Advance Notice Confirmation

(each instance, as applicable, the “Extended Deemed Delivered Time” and, together with the Accelerated Deemed Delivered

Time and Regular Deemed Delivered Time, the “Deemed Delivered Time”). In the event that the Company delivers an Advance

Notice selecting an Extended Purchase Pricing Period on a Trading Day prior to 9:00 a.m. New York City time on a Trading Day, and the

Investor has not sent an Advance Notice Confirmation prior to the Confirmation Deadline, the Advance Notice shall be accepted or rescinded

as provided in the Advance Notice.

(iv)

Overtime Purchase Pricing Period. An Advance Notice sent in accordance with the terms herein and selecting an Overtime Purchase

Pricing Period shall be deemed delivered if such notice is received by the Investor via e-mail on an After Market Trading Day and during

the After Market Notice Hours, and (A) if the Investor delivers to the Company an Advance Notice Confirmation for such Advance Notice,

at the Investor’s discretion, such Advance Notice shall be deemed delivered on such After Market Trading Day at the time specified

by the Investor in the Advance Notice Confirmation (each instance, as applicable, the “Overtime Deemed Delivered Time”

and, together with the Accelerated Deemed Delivered Time, Regular Deemed Delivered Time and Extended Deemed Delivered Time, the “Deemed

Delivered Time”), or (B) if the Investor does not deliver to the Company an Advance Notice Confirmation for such Advance Notice

prior to the Confirmation Deadline, the Advance Notice shall be accepted or rescinded as provided in Section 2.01(b)(v).

(v)

Automatic Adjustment to Regular Purchase Pricing Period.

(A) If the Company

delivers an Advance Notice on a Trading Day selecting either an Accelerated Purchase Pricing Period or Extended Purchase Pricing Period

and such Advance Notice is received by Investor before 9:00 a.m. New York City time on such Trading Day, in the event the Investor does

not deliver an Advance Notice Confirmation to the Company prior to the Confirmation Deadline and the Company is otherwise able at that

time to deliver an Advance Notice selecting a Regular Purchase Pricing Period that would constitute an Eligible Advance Notice, then such

Advance Notice selecting an Accelerated Purchase Pricing Period or Extended Purchase Pricing Period shall automatically be deemed to have

been delivered selecting a Regular Purchase Pricing Period with the “Deemed Delivered Time” being the start of Regular Trading

Hours on the Trading Day immediately succeeding the Confirmation Deadline, provided, however, that if the Investor has not delivered

an Advance Notice Confirmation to the Company, the Company may rescind such Advance Notice (i) after the Confirmation Deadline and before

11:59 p.m. New York City time on the date of the Confirmation Deadline or (ii) by electing to opt out on such Advance Notice.

(B) If the Company

delivers an Advance Notice on an After Market Trading Day selecting an Overtime Purchase Pricing Period and such Advance Notice is received

by the Investor during the After Market Notice Hours on such After Market Trading Day, in the event the Investor has not delivered an

Advance Notice Confirmation to the Company prior to the Confirmation Deadline and the Company is otherwise able at that time to deliver

an Advance Notice selecting a Regular Purchase Pricing Period that would constitute an Eligible Advance Notice, then such Advance Notice

with the Overtime Purchase Pricing Period shall automatically be deemed to have been delivered selecting a Regular Purchase Pricing Period

with the “Deemed Delivered Time” being the start of Regular Trading Hours on the Trading Day immediately succeeding the Confirmation

Deadline, provided, however, that if the Investor has not delivered an Advance Notice Confirmation to the Company, the Company

may rescind such Advance Notice (i) after the Confirmation Deadline and before 11:59 p.m. New York City time on the date of the Confirmation

Deadline or (ii) by electing to opt out on such Advance Notice.

Section 2.02.

Advance Limitations, Regulatory. Regardless of the Advance requested in an Advance Notice, the final number of Shares to

be issued and sold pursuant to such Advance Notice shall be reduced (if at all) in accordance with each of the following limitations:

(a)

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing

of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm

orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained

in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under

this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its Affiliates (as calculated

pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the

Investor and its Affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the

“Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the

Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to

exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice

shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event

of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor,

upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 2.02, provided that the Ownership

Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares

held by the Investor and the Ownership Limitation provisions of this Section 2.02 shall continue to apply. Any increase in the Ownership

Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. Since the

Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the

Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares

which may be beneficially owned by the Investor or an Affiliate thereof, the Investor shall have the authority and obligation to determine

whether the restriction contained in this Section 2.02 will limit any particular Advance Notice and to the extent that the Investor determines

that the limitation contained in this Section 2.02 applies, the determination of which portion of the principal amount of the applicable

Advance Notice shall be the responsibility and obligation of the Investor.

(b)

Registration Limitation. In no event shall an Advance exceed the amount registered in respect of the transactions contemplated

hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance

Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action

required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested

Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification,

the Investor will promptly notify the Company of such event.

(c)

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect

any sales under this Agreement and the Investor shall not have the obligation to purchase Shares under this Agreement to the extent (but

only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement

would exceed 19.99% of the aggregate number of Common Shares issued and outstanding as of the execution date of this Agreement, which

number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or

series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal

Market (such maximum number of shares, the “Exchange Cap”) unless the Company has obtained Stockholder Approval for

the issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the

Principal Market. In connection with each Advance Notice, any portion of an Advance that would exceed the Exchange Cap shall automatically

be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the

aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

(d)

Minimum Acceptable Price. With respect to each Advance Notice delivered by the Company selecting a Regular Purchase Pricing

Period, the Company may notify the Investor of the Minimum Acceptable Price with respect to such Advance by indicating a Minimum Acceptable

Price on the Advance Notice, provided that the Minimum Acceptable Price shall not be greater than eighty percent (80%) of the closing

price of the Common Shares on the Trading Day immediately prior to delivery of such Advance Notice (as reported by the Reporting Service).

If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with

such Advance

(e)

Volume Threshold Limitation In connection with any Advance Notice, if the total number of Common Shares traded on the Principal

Market during the applicable Pricing Period (excluding any Block Trades and, in the case of a Regular Purchase Pricing Period, any Excluded

Day(s)), is less than the applicable Volume Threshold (the “Volume Threshold Failure”), then the number of Advance

Shares issued and sold pursuant to such Advance Notice shall automatically be reduced to the greater of (i) the applicable Volume Limit

and (ii) the number of Shares sold by the Investor during the Regular Trading Hours During Pricing Period applicable to such Pricing Period

(the “Volume Adjusted Advance Amount”), but in each case not to exceed the amount requested in the Advance Notice or

any limitations set forth in Section 2.02.

(f)

[Reserved].

(g)

[Reserved].

(h)

Advance Halt. Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period an Advance

Halt exists, the parties agree that the Pricing Period of the pending Advance shall end and the final number of Common Shares to be purchased

by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable

Pricing Period prior to the notification from the Company of such Advance Halt, but in each case not to exceed the amount requested in

the Advance Notice (the “Halt Adjusted Advance Amount”).

(i)

Adjusted Advance Amount. For avoidance of doubt, in connection with a given Pricing Period for which a Volume Adjusted Advance

Amount or a Halt Adjusted Advance Amount applies, the Advance Shares for such Pricing Period shall be automatically adjusted to the lower

of (i) the Volume Adjusted Advance Amount, and (ii) the Halt Adjusted Advance Amount, but in each case not to exceed the amount requested

in the Advance Notice or any limitations set forth in Section 2.02 (the “Adjusted Advance Amount”).

Section 2.03.

Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge

and agree that upon the Investor’s receipt of a valid Advance Notice from the Company the Parties shall be deemed to have entered

into an unconditional contract binding on both Parties for the purchase and sale of Advance Shares pursuant to such Advance Notice in

accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 6.20, the Investor may sell

Common Shares after receipt of an Advance Notice, including during a Pricing Period.

Section 2.04.

Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”)

shall take place as soon as practicable on each applicable Advance Date in accordance with the procedures set forth below. The Company

acknowledges that the final number of Common Shares to be issued and sold pursuant to an Advance Notice and the Purchase Price will not

be known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Common Shares

that are the inputs to the determination of the Purchase Price, the Volume Threshold and the Adjusted Advance Amount. In connection with

each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

(a)

On or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document along with a report by the Reporting

Service, indicating the applicable Market Price for the applicable Trading Days during the Pricing Period, in each case in accordance

with the terms and conditions of this Agreement.

(b)

Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day

after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be

purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s

account at The Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be

mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Within

one (1) Trading Day following the receipt of the Advance Shares by the Investor, the Investor shall pay to the Company the Aggregate Purchase

Price of the Advance Shares (as set forth in the Settlement Document), in cash via wire transfer of immediately available funds to an

account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested. No

fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate

the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective

Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding

the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus

included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable

prospectus delivery requirements) or pursuant to an available exemption).

(c)

On or prior to the applicable Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments

and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions

contemplated herein.

(d)

Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies the

Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties hereto

agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such

Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification

from the Company of a Material Outside Event or Black Out Period.

Section 2.05.

Hardship.

(a)

In the event the Investor sells Common Shares after receipt, or deemed receipt, of an Advance Notice and the Company fails to perform

its obligations as mandated in this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations

set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without

limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable

legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable

damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions

to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market),

without the posting of a bond or other security, the terms and provisions of this Agreement.

(b)

In the event the Company provides an Advance Notice and the Investor fails to perform its obligations as mandated in Section 2.02,

the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition

to any other remedy to which the Company is entitled at law or in equity, including, without limitation, specific performance, it will

hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising

out of or in connection with such default by the Investor and acknowledges that irreparable damage may occur in the event of any such

default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent such breaches of this

Agreement and to specifically enforce (subject to the Securities Act and the rules of the Principal Market), without the posting of a

bond or other security, the terms and provisions of this Agreement.

Article III. Representations

and Warranties of the Investor

The Investor hereby represents and warrants to

the Company, as of the date hereof, as of each Advance Notice Date and as of the date of each Closing that:

Section 3.01.

Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of

the State of Delaware and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction

Documents to which it is a party and to purchase or acquire Common Shares in accordance with the terms hereof. The decision to invest

and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of

its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require

no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction

Documents to which it is a party and all other instruments on behalf of the Investor or its stockholders. This Agreement and the Transaction

Documents to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof

and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the

Investor in accordance with its terms.

Section 3.02.

Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable

of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares and of protecting

its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the

Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03.

No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the

Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax

advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any

of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition

of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges

that the Investor may lose all or a part of its investment.

Section 3.04.

Investment Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with

a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or

exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor

does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves

the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to this Agreement

or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or

indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges that it will be disclosed as an “underwriter”

and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required

by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities. The Investor is acquiring the Shares

hereunder in the ordinary course of its business.

Section 3.05.

Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)

of Regulation D.

Section 3.06.

Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to

the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.

The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management

and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor

or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on

the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company

has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the

Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The

Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,

as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section 3.07.

Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more

intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the

Company (as that term is defined in Rule 405 promulgated under the Securities Act).

Section 3.08.

No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective

officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly

or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO

of the Exchange Act) of the Common Shares or (ii) hedging transaction, in either case which establishes a net short position with respect

to the Common Shares that remains in effect as of the date of this Agreement.

Section 3.09.

General Solicitation. Neither the Investor, nor any of its Affiliates, nor any person acting on its or their behalf, has

engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with

any offer or sale of the Common Shares by the Investor.

Article IV. Representations

and Warranties of the Company

Except where specifically

set forth below with respect to certain specified representations and warranties or in a disclosure schedule delivered by the Company

to the Investor concurrently with this Agreement, which is hereby incorporated by reference in, and constitutes an integral part of, this

Agreement (the “Disclosure Schedules”), the Company hereby represents and warrants to the Investor that, as of the

date hereof, as of each Advance Notice Date and as of the date of each Closing:

Section 4.01.

Organization and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and

in good standing under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties

and to carry on their business as now being conducted. The Company and each of its Subsidiaries is duly qualified to do business and is

in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except

to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Section 4.02.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority

to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance

with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and

its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, including,

without limitation, have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other

than (i) the filing with the SEC of a Form D with respect to the transactions contemplated hereby and the Current Report, (ii) with respect

to the applicable Closing, confirmation that Stockholder Approval has been obtained, if applicable, (iii) with respect to any applicable

Closings, the filing of an additional listing application with the Principal Market, and (iv) any other filings as may be required by

any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization

is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This

Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly

executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or,

when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in

accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Except

for the Required Approvals, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,

or make any filing or registration with, any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any

other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction

Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations

which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected

on or prior to such Closing, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent

the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the

Transaction Documents. Except as disclosed in Schedule 4.02, the Company is not in violation of the requirements of the Principal

Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Shares.

“Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction

of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature

(including any governmental agency, branch, department, official, or entity and any court or other tribunal), multinational organization

or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing

authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by

a government or a public international organization or any of the foregoing.

Section 4.03.

Authorization of the Common Shares. The issuance of the Common Shares has been duly authorized and, upon issuance in accordance

with the terms of the Transaction Documents and against payment therefore as provided herein, the Common Shares shall be validly issued,

fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes,

rights of first refusal, encumbrances, security interests and other encumbrances with respect to the issuance thereof.

Section 4.04.

No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by

the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will

not (i) result in a violation of the certificate of incorporation or other organizational documents of the Company or its Subsidiaries

(with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which

the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including

federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of

the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations

that would not reasonably be expected to have a Material Adverse Effect.

Section 4.05.

Acknowledgement. The Company acknowledges its obligation to issue the Common Shares upon delivery of an Advance Notice is

absolute and unconditional, subject to any limitations provided for herein, regardless of the dilutive effect that such issuance may have

on the ownership interests of other stockholders of the Company.

Section 4.06.

SEC Documents; Financial Statements. Except as set forth in Schedule 4.06, the Company has timely filed (giving effect to

permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all SEC Documents. The Company has delivered or made available

to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except

as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing

prior to the date hereof, on the date of such amended or superseded filing), each of the SEC Documents complied in all material respects

with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder

applicable to the SEC Documents, and did not contain 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 the light of the circumstances under which they were made,

not misleading.

Section 4.07.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the

SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position

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

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

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

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

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

statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the

other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC

Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of

the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference

in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any

material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents

(including the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the SEC), if any, comply in all material respects with

Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data

in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called

for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

Section 4.08.

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements

for and comply with the conditions for the use of Form S-3 under the Securities Act. Each Registration Statement and the offer and sale

of Common Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply

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

a Registration Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies

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

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

the Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Advance Notice Date and completion

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

other than a Registration Statement and the Prospectus to which the Investor has consented.

Section 4.09.

No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the

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

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

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

contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the

statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The

documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated

by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omit to state a material fact

required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which

they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance

upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.

Section 4.10.

Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement

thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,

when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the

Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and

the Exchange Act, as applicable.

Section 4.11.

Equity Capitalization.

(a)

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of

210,000,000 shares of capital stock consisting of 200,000,000 Common Shares, 8,000,000 shares of undesignated preferred stock, par value

$0.001 per share, and 2,000,000 shares of preferred stock designated as Series A preferred stock (the “Series A Preferred Stock”).

As of the date hereof, (A) 19,933,534 Common Shares are issued and outstanding, (B) 80,000 shares of Series A Preferred Stock are issued

and outstanding, (C) 2,630 shares of Series B Preferred Stock are issued and outstanding, (D) IPO warrants to purchase an aggregate of

3,961,662 Common Shares are issued and outstanding, and (E) 26,784,875 Common Shares are reserved for issuance upon the exercise, conversion

or settlement of outstanding Convertible Securities.

(b)

Valid Issuance; Available Shares. All of such outstanding shares of capital stock are duly authorized and have been

validly issued and are fully paid and nonassessable.

(c)

Existing Securities; Obligations. Except as disclosed in Schedule 4.11: (A) none of the Company’s or any Subsidiary’s

shares, interests or shares of capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted

by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments

of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests

or shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which

the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or shares of capital stock of the

Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or shares of capital

stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its

Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement);

(D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is

or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing

antidilution or similar provisions that will be triggered by the issuance of the Shares; and (F) neither the Company nor any Subsidiary

has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Section 4.12.

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material

trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,

except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement

by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service

names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge

of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened

against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service

names, service marks, service mark registrations, trade secret or other infringement.

Section 4.13.

Employee Relations. Except as disclosed in Schedule 4.13, neither the Company nor any of its Subsidiaries is involved

in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which

is reasonably likely to cause a Material Adverse Effect.

Section 4.14.

Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply

in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required

of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging

any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i),

(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection

of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface

strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,

or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous

Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice

letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

Section 4.15.

Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple

or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance,

claim or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held

under lease by the Company and its Subsidiaries are held by them 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 and its

Subsidiaries.

Section 4.16.

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against

such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which

the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect.

Section 4.17.

Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material

certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their

respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the

revocation or modification of any such certificate, authorization or permits.

Section 4.18.

Internal Accounting Controls. Except as set forth in Schedule 4.18, the Company maintains a system of internal accounting

controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or

specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with

generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance

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

assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material

weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.19.

Absence of Litigation. Except as disclosed in Schedule 4.19, there is no action, suit, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company,

the Common Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material

Adverse Effect.

Section 4.20.

Absence of Certain Changes. Except as set forth in Schedule 4.20, since the date of the Company’s most recent audited

financial statements contained in an Annual Report on Form 10-K and the date of the Company’s most recent reviewed financial statements

contained in a Quarterly Report on Form 10-Q, there has been no material adverse change and no material adverse development in the business,

assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company

or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in an Annual Report

on Form 10-K, except as disclosed in Schedule 4.20, neither the Company nor any of its Subsidiaries has (i) declared or paid any

dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital

expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries

has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,

liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective

creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor

to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving

effect to the transactions contemplated hereby to occur at such Closing, will not be Insolvent (as defined below).

Section 4.21.

Subsidiaries. Other than as set forth in the SEC Documents, the Company does not own or control, directly or indirectly,

any interest in any other corporation, partnership, association or other business entity.

Section 4.22.

Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income

and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes

and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and

declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment

of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received

written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the

officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.23.

Certain Transactions. Except as disclosed in the SEC Documents or as not required to be disclosed pursuant to Applicable

Laws, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services

as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services

to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director,

or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial

interest or is an officer, director, trustee or partner.

Section 4.24.

Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder or any other Company

securities offered pursuant to the Transaction Documents on a right of first refusal basis to any third parties including, but not limited

to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

Section 4.25.

Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing

stockholders and could significantly increase the outstanding number of Common Shares.

Section 4.26.

Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting

solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The

Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives

or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase

of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the

Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal

Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms,

risks and conditions of the transactions contemplated by this Agreement.

Section 4.27.

Placement Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial

advisory fees, or brokers’ commissions (other than for Persons engaged by the Investor or its investment advisor) relating to or

arising out of the transactions contemplated hereby in connection with the sale of the Common Shares. The Company shall pay, and hold

the Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket

expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or

other agent in connection with the offer or sale of the Common Shares other than Curvature Securities LLC.

Section 4.28.

Relationship of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its

or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has

provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their

behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

Section 4.29.

Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) contained in the Registration Statement or a Prospectus prepared pursuant to the terms of the Registration Rights

Agreement will be made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Section 4.30.

Compliance with Laws. The Company and each of its Subsidiaries are in compliance in all material respects with Applicable

Laws; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any

director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person

acting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance

with Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental

position; in each case that would have a Material Adverse Effect.

Section 4.31.

Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer

or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by

a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign

Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other

relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked

Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),

or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with

that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic

and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).

Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Common Shares, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding

or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation,

is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable

Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor,

investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged

in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or

was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries nor any director, officer or

controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States bank or financial institution,

temporarily or otherwise, as a result of OFAC concerns.

Section 4.32.

Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws

is pending or, to the best knowledge of the Company, threatened.

Section 4.33.

No Undisclosed Events, Liabilities, Developments or Circumstances. Except as disclosed in Schedule 4.33, no event,

liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company,

any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof)

or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws in a

registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Shares and which has

not been publicly announced, (ii) could have a material adverse effect on the Investor’s investment hereunder or (iii) could have

a Material Adverse Effect.

Section 4.34.

Investment Company Status. The Company is not, and upon consummation of the sale of the Common Shares will not be, an “investment

company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an

“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”

as such terms are defined in the Investment Company Act of 1940, as amended.

Section 4.35.

Acknowledgement Regarding Investor’s Trading Activity. It is understood and acknowledged by the Company that (i) following

the public disclosure of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, the Investor

has not been asked by the Company or any of its Subsidiaries to agree, nor has the Investor agreed with the Company or any of its Subsidiaries,

to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short)

any securities of the Company or “derivative” securities based on securities issued by the Company, or to hold any securities

of the Company or “derivative” securities based on securities issued by the Company for any specified term; (ii) the Investor,

and counterparties in “derivative” transactions to which the Investor is a party, directly or indirectly, presently may have

a “short” position in the Common Shares which was established prior to the Investor’s knowledge of the transactions

contemplated by the Transaction Documents; and (iii) the Investor shall not be deemed to have any affiliation with or control over any

arm’s length counterparty in any “derivative” transaction. The Company acknowledges that such aforementioned hedging

and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed

in connection herewith or therewith.

Section 4.36.

Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,

and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants

that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries

have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards

reasonably designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal

Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security

number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer

or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade

Commission Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability

and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);

and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

Article V. Indemnification

Section 5.01.

Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring

the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend,

protect, indemnify and hold harmless the Investor and its investment manager and each of their respective officers, directors, managers,

members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated

by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits,

claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective

of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable

attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any

of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus,

or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein

a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,

that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is

based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in

conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any

material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any

other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material

agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated

hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company

shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under

Applicable Law.

Section 5.02.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in

addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold

harmless the Company, its Subsidiaries and all of its and their officers, directors, stockholders, employees and agents (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Company

within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”)

from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out

of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for

the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to

be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will

only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically

for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any

such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission

or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf

of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor

in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant,

agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby

or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable

Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is

permissible under Applicable Laws.

Section 5.03.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of

any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee

or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying

party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify

the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced

by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,

jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably

satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that

an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party

fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,

if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee

or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor

Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company

Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim

by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee

or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee

reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be

liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying

party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent

of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which

does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee

of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying

party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations

relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic

payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor

is due.

Section 5.04.

Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may

be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article

V shall survive expiration or termination of this Agreement.

Section 5.05.

Limitation of liability. Notwithstanding the foregoing, no party shall seek, nor shall any be entitled to recover from the

other party be liable for, special, incidental, indirect, consequential, punitive or exemplary damages.

Article VI. Covenants

The Company covenants with the Investor, and the

Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment

Period:

Section 6.01.

Effective Registration Statement. From the time that the initial Registration Statement is declared effective by the SEC

and continuing thereafter during the Commitment Period, the Company shall maintain the continuous effectiveness of a Registration Statement

filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

Section 6.02.

Listing. The Company shall use its best efforts to continue the listing and trading of its Common Shares and the listing

of the Shares on the Principal Market and to comply with the Company’s reporting, filing and other obligations under the rules and

regulations of the Principal Market; provided that if the Company receives any final and non-appealable notice that the listing

or quotation of the Common Shares on the Principal Market shall be terminated on a date certain or if the Company fails to maintain compliance

with the continued listing requirements of the Principal Market, the Company shall promptly (and in any case within 24 hours) notify the

Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Shares to be listed or quoted on

another Principal Market.

Section 6.03.

Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for

or to qualify the Shares for issuance by the Company to the Investor pursuant to the Transaction Documents, and at the request of the

Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue

Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time during the Commitment Period;

provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify

to do business in any jurisdiction where it would not otherwise be required to qualify, (y) subject itself to general taxation in any

such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 6.04.

Suspension of Registration Statement.

(a)

Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of

a Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith

that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure

of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement

the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of

the circumstances under which they were made, not misleading (a “Black Out Period”).

(b)

No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not to sell any Common

Shares pursuant to such Registration Statement, but may sell Common Shares pursuant to an exemption from registration, if available, subject

to the Investor’s compliance with Applicable Laws.

(c)

Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longer than 30 days or in

a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may

impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company

shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is

made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately

notify the Investor of the termination of the Black Out Period.

Section 6.05.

Listing of Common Shares. As of each Advance Notice Date, the Common Shares to be issued and sold by the Company from time

to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market,

subject to official notice of issuance. As of each Advance Notice Date, the Common Shares shall not have been limited or suspended from

trading on the Principal Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable date

of determination due to business announcements by the Company) nor shall delisting or suspension by the Principal Market have been threatened

(with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods

(it being understood by the Company and the Investor that no reasonable prospect of delisting will occur prior to the Company holding

an annual or special meeting of its stockholders in order to obtain Stockholder Approval, including any postponement thereof) or any communications

from the Principal Market related to such notice that do not actually effect the delisting or suspension of the Common Shares) or be reasonably

likely to occur or pending as evidenced by (A) a writing by such Principal Market or (B) the Company falling below the minimum listing

maintenance requirements of the Principal Market on which the Common Shares are then listed, provided that the Investor may waive such

condition at the Investor’s sole option.

Section 6.06.

Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have

received an opinion letter from one or more counsels to the Company in form and substance reasonably satisfactory to the Investor.

Section 6.07.

Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a

reporting company under the Exchange Act and, during the Commitment Period, will not take any action or file any document (whether or

not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange

Act.

Section 6.08.

Legal Opinions; Restrictive Legends. The Company is obligated to cause its legal counsel to deliver legal opinions to the

Transfer Agent in connection with any legend removal requested pursuant to Rule 144, within one (1) Trading Day of such legend removal

request, subject to the Investor providing customary representations and other documentation, if any, as reasonably requested by the Company,

its counsel or the Transfer Agent. In addition, within one (1) Trading Day after the initial Registration Statement which covers the Shares

is declared effective by the SEC, the Company shall deliver, and shall cause its legal counsel to deliver, to the Transfer Agent (with

copies to the Investor) a legal opinion stating that such Shares are registered for resale pursuant to such Registration Statement that

has been declared effective by the SEC and that any restrictive legends on the Shares shall be removed in connection with the resale of

such Shares by the Investor pursuant to such Registration Statement. To the extent that a legal opinion is not provided (either timely

or at all), then, in addition to being a breach of the covenant in this Section 6.08 hereunder, the Company agrees to reimburse the Investor

for all costs incurred by the Investor in connection with any legal opinions paid for by the Investor in connection with the sale or transfer

of the Shares. The Investor shall notify the Company of any such costs and expenses it incurs that are referred to in this section from

time to time and all amounts owed hereunder shall be paid by the Company promptly.

Section 6.09.

Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company

shall (if required by the transfer agent for the Common Shares) deliver to the transfer agent for the Common Shares (with a copy to the

Investor) (i) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the delivery of such

instructions are consistent with Applicable Law, in each case supported as needed by an opinion from legal counsel for the Company and

(ii) an opinion of Company counsel, stating that Rule 144 promulgated under the Securities Act (“Rule 144”) is available

as an exemption from registration for the resale of the Common Shares.

Section 6.10.

Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence

of the Company during the Commitment Period.

Section 6.11.

Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify

the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration

Statement or related Prospectus (such information to be held in strict confidence by Investor until such time as it is publicly disclosed

by the Company): (i) the issuance by the SEC or any other federal governmental authority of any stop order suspending the effectiveness

of the Registration Statement or the initiation of any proceedings for that purpose; or (ii) the happening of any event that makes any

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

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

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

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

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

be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other

law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus). The Company

shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice

(other than as required pursuant to Section 2.01), during the continuation of any of the foregoing events (each of the events described

in the immediately preceding clauses (i) through (ii), inclusive, a “Material Outside Event”).

Section 6.12.

Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation

of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction

contemplated in such Advance Notice has been closed in accordance with Section 2.04 hereof, and all Shares in connection with such Advance

have been received by the Investor.

Section 6.13.

Issuance of the Common Shares. The issuance and sale of the Common Shares to the Investor hereunder shall be made in accordance

with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section 6.14.

Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,

will pay all expenses incident to the preparation, negotiation and execution of this Agreement and the other Transaction Documents and

any amendment or modifications hereto or thereto and the performance of its obligations hereunder or thereunder, including, but not limited

to, (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus

and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement,

(iii) all fees and disbursements of the Company’s counsel, accountants and other service providers or advisors and the fees and

disbursements of any counsel to the Investor, (iv) the qualification of the Shares under securities laws in accordance with the provisions

of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments

or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification

of the Shares for trading on the Principal Market and (vii) filing fees of the SEC and the Principal Market.

Section 6.15.

Current Report. The Company shall, not later than 9:30 a.m., New York City time, on the first Trading Day following the

date of this Agreement, file with the SEC a Current Report on Form 8-K describing all the material terms of the transactions contemplated

by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including

any exhibits thereto, the “Current Report”), which Current Report shall include all material, nonpublic information

required to be disclosed in connection with the transactions contemplated by the Transaction Documents. The Company shall provide the

Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report

with the SEC and shall give due consideration to all such comments that are timely received by the Company. Should the Company choose

to issue a press release announcing this Agreement, then such press release shall be issued on the same day the Current Report is filed

with the SEC. Until the Current Report is filed with the SEC, the Company shall not deliver any Advance Notices pursuant to this Agreement.

In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or

similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, affiliates, employees or

agents, on the other hand shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its

and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information

regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld

in the Investor’s sole discretion). The Company understands and confirms that the Investor will rely on the foregoing representations

in effecting resales of Shares.

Section 6.16.

Use of Proceeds. The proceeds from any sale of Shares by the Company to the Investor hereunder shall be used by the Company

in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto)

and any Prospectus Supplement thereto filed pursuant to this Agreement, including for working capital purposes for the Company and its

Subsidiaries. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein

to repay any advances or loans to any executives or employees of the Company or any Subsidiary or to make any payments in respect of any

related party obligations, including without limitation any payables or notes payable to related parties of the Company or any Subsidiary

whether or not such amounts are described on the balance sheets of the Company in any SEC Documents and any Subsidiary or described in

any “Related Party Transactions” section of any SEC Documents.

Section 6.17.

Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling

persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected

to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale

of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting

purchases of the Shares.

Section 6.18.

Trading Information. On the first Trading Day of each week (provided the Investor sold any shares during the prior week)

and otherwise upon the Company’s reasonable request, the Investor agrees to provide the Company with trading reports setting forth

the number and average sales prices of shares of Common Shares sold by the Investor during the prior trading week.

Section 6.19.

Selling Restrictions.

(a)

Short Sales. Except as expressly set forth in this Agreement and subject to Section 6.19(b), the Investor covenants that

from and after the date hereof through and including the Trading Day following the expiration or termination of this Agreement as provided

in Section 9.01 (the “Restricted Period”), none of the Investor or any entity managed or directly controlled by the

Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted

Person”) shall, directly or indirectly, (i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation

SHO of the Exchange Act) of the Common Shares, or (ii) engage in any hedging transaction, which establishes a net short position with

respect to the Common Shares, in each case either for its own principal account or for the principal account of any other Restricted Person

(each instance, as applicable, a “Short Sale”). Notwithstanding the foregoing, it is expressly understood and agreed

that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during

the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or

(2) selling a number of Common Shares equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to

purchase under a pending Advance Notice but has not yet received from the Company or the transfer agent pursuant to this Agreement.

(b)

Notwithstanding anything to the contrary contained in Section 6.19(a), in the event any Restricted Persons holds any form of security

or instrument that is (or may become) convertible into, or exercisable for, Common Shares (an “Owned Instrument”) than

the Restricted Persons may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation

of borrowable Common Shares) at various times during the period that Owned Instrument remains outstanding, including, without limitation,

during the periods that the value and/or number of the Common Shares underlying the Owned Instrument, as applicable, deliverable with

respect to the Owned Instrument are being determined. The Company acknowledges that such aforementioned hedging and/or trading activities

do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith

or therewith.

Section 6.20.

Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person,

provided however that the Investor may assign its rights and obligations hereunder to an Affiliate.

Section 6.21.

No Frustration; No Variable Rate Transactions, Etc.

(a)

No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the

Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation

of the Company to deliver the Shares to the Investor in respect of an Advance Notice.

(b)

No Variable Rate Transactions.

(i)

Variable Rate Transaction. From the date hereof until the earlier of (i) 12 months after the date on which the initial Registration

Statement is declared effective by the SEC and (ii) three (3) months after the date of termination of this Agreement in accordance with

Section 9.01 herein (the “Limitation Date”), the Company and each Subsidiary shall be prohibited from effecting or

entering into an agreement to effect any Subsequent Placement of Common Shares or Common Share Equivalents (or a combination thereof)

involving a Variable Rate Transaction, other than in connection with the issuance of Excluded Securities or with the prior written consent

of the Investor. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy

shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security

being required.

(ii)

Notwithstanding anything herein to the contrary this Section shall not apply to any issuance of Shares pursuant to this Agreement.

Section 6.22.

Right of First Refusal.

(a)

During the Additional Issuance Restricted Period, in the event that the Company receives a Bona Fide Offer (defined below) of a

Subsequent Placement, then the Company must, and irrevocably agrees to, first offer such opportunity to the Investor to provide such capital

or financing to the Company on the same or similar terms as the respective third party’s terms, and the Investor may in its sole

discretion determine whether the Investor will provide such capital or financing for such Subsequent Placement. Upon receipt of the third-party

offer, the Company shall promptly provide notice thereof to the Investor (the “Offer Notice”) and provide copies of

the pending transaction documents. Should the Investor be unwilling or unable to provide such capital or financing to the Company within

two (2) Trading Days from the Investor’s receipt of the Offer Notice from the Company, then the Company may obtain such capital

or financing from such third party on the exact same terms and conditions offered by the Company to the Investor and such transaction

must be completed within seven (7) Trading Days of the date of the Offer Notice. If the Company does not receive the capital or financing

from the respective third party within seven (7) Trading Days of the date of the respective Offer Notice, then the Company must again

offer the capital or financing opportunity to the Investor as described above, and the process detailed above shall be repeated. A “Bona

Fide Offer” is one in which the third party purchaser is irrevocably and contractually bound to purchase the subject securities

from the Company, subject to the Investor’s right of first refusal.

Section 6.23.

[Reserved].

Section 6.24.

Non-Public Information. Neither the Company, nor any of their respective directors, officers, employees or agents shall

disclose any material non-public information about the Company to the Investor, unless a simultaneous public announcement thereof is made

by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company, or any

of their respective directors, officers, employees and agents (as determined in the reasonable good faith judgment of the Investor), (i)

the Investor shall promptly provide written notice of such breach to the Company and (ii) after such notice has been provided to the Company

and, provided that the Company shall have failed to publicly disclose such material, non-public information within 48 hours following

demand therefor by the Investor, in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall

have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public

information without the prior approval by the Company, any of its Subsidiaries, or any of their respective directors, officers, employees

or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers,

employees, stockholders or agents, for any such disclosure. The Company shall not disclose any material non-public information to the

Investor without the Investor’s prior written consent.

Section 6.25.

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a meeting of stockholders of the Company

(the “Stockholder Meeting”), which shall be promptly called and held not later than ninety (90) days following the

date hereof (the “Stockholder Meeting Deadline”), a proxy statement in a form reasonably acceptable to the Investor,

at the expense of the Company. The proxy statement, if any, shall solicit each of its stockholders’ affirmative vote at the Stockholder

Meeting for approval of the proposals (“Stockholder Proposals”) to authorize: (i) the issuance of all of the Shares

issuable hereunder in compliance with the rules and regulations of the Principal Market; and (ii) an amendment to the Company Charter

to increase the number of authorized Common Shares to 2.0 billion Common Shares (such affirmative approvals being referred to herein as

the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval

Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such proposals

and to cause the Board to recommend to the stockholders that they approve such proposals. The Company shall be obligated to seek to obtain

the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder

Approval is not obtained by such Stockholder Approval Date, the Company shall adjourn and reconvene the Stockholder Meeting at least as

often as every thirty (30) calendar days thereafter until such Stockholder Approval is obtained, but in no event later than the three

hundred and sixty-fifth (365th) calendar day after the date hereof. Notwithstanding the foregoing, if the Company is able to obtain the

written consent of the stockholders (the “Stockholder Consent”), the Company may satisfy its obligations under this

Section 6.25 by obtaining such consent and filing with the Commission a Preliminary Information Statement on Schedule 14C no later than

twenty (20) days prior to the Stockholder Meeting Deadline, followed by a Definitive Information Statement on Schedule 14C no later than

the timeline for such filing prescribed by the Exchange Act; provided, however, that if the Company receives a notification from the Principal

Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder Consent.

Section 6.26.

Reservation. As of the applicable Closing and on the first day of every calendar quarter beginning after the date hereof,

the Company shall have reserved from its duly authorized shares of capital stock not less than 100% of the Common Shares issuable hereunder,

which number of Common Shares shall be calculated assuming a price per share equal to 80% of the lower of (i) the three (3) day VWAP prior

to the measurement date and (ii) the last closing price per Common Share (the “Reservation Estimate”); provided; however,

that if the Company does not have sufficient authorized Common Shares available for the Reservation Estimate, then the Company shall reserve

the maximum amount available as of the date hereof and shall thereafter increase such reserve amount on the first day of every successive

month until the reserve amount is equal to the Reservation Estimate; provided, further that, without the prior written consent of the

Investor, the Company may not deliver an Advance Notice hereunder if the reserve amount is less than the number of Advance Shares to be

purchased in such Advance. Any consent provided by the Investor pursuant to this Section 6.26 shall only apply to the applicable Advance

Notice and shall not be deemed to be a consent to any additional Advance Notices.

Section 6.27.

Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that

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

under Regulation M of the Exchange Act.

Section 6.28. Use of Name. The Company

shall not, directly or indirectly, use the names “[•]”, “[•]”, or any derivations thereof, or logos

associated with these names, as the case may be, in any manner or take any action that may imply any relationship with the Investor or

any of its Affiliates without the prior written consent of the Investor, provided, however, the Investor hereby consents to all lawful

uses of these names in the prospectus, statement and other materials that are required by applicable laws or pursuant to the disclosure

requirements of the SEC or any state securities authority.

Section 6.29.

Change in Transfer Agent. The Company agrees that in the event the Transfer Agent resigns, or is terminated by the Company,

as the Company’s transfer agent, the Company shall promptly provide written notice to the Investor of such resignation or termination

and shall engage a replacement transfer agent that is acceptable to the Investor at the Investor’s sole discretion within five (5)

Trading Days of the receipt of such written delivery. The Company shall not be eligible to deliver an Advance Notice until such successor

transfer agent has been approved by the Investor and appointed by the Company.

Article VII. Non-Exclusive

Agreement.

Section 7.01.

Except as provided herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may,

at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, to any person or persons

any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities

which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds

and/or debentures, and/or grant any rights with respect to its existing and/or future shares of capital stock.

Article VIII. Choice of Law/Jurisdiction

Section 8.01.

This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from

this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims,

shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the

State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements

performed wholly within the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether

the State of Nevada, or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State

of Nevada. The Parties further agree that any action between them shall be heard in the state and federal courts sitting in the City of

Las Vegas, Clark County, Nevada and expressly consent to the jurisdiction and venue of the state and federal courts sitting in the City

of Las Vegas, Clark County, Nevada, for the adjudication of any civil action asserted pursuant to this Agreement.

EACH PARTY HERETO HEREBY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED

HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY

OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article IX. Termination

Section 9.01.

Termination.

(a)

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the first

day of the next month following the 24-month anniversary of the Effective Date, (ii) the date on which the Investor shall have made payment

of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount and all Advance Shares have been delivered, and

(iii) the date on which the Company announces or publicly discloses a material restatement of its financial statements for two (2) or

more fiscal quarters (the “Lapsed Registration Termination”). The Investor may terminate this Agreement at any time

at the Investor’s sole option if the Registration Statement is not declared effective by the one hundred and twentieth (120th) day

following the date hereof.

(b)

The Company may terminate this Agreement effective upon five (5) Trading Days’ prior written notice to the Investor; provided

that there are no outstanding Advance Notices, the Common Shares under which have yet to be issued. Following the effectiveness of a Registration

Statement, the Investor may terminate this Agreement effectively immediately if the effectiveness of such Registration Statement, or any

post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission)

or such Registration Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement

thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance

with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading

Days or for more than an aggregate of twenty (20) Trading Days in any 365-day period. This Agreement may be terminated at any time by

the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written

consent.

(c)

Nothing in this Section 9.01 shall be deemed to release the Company or the Investor from any liability for any breach under this

Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations

under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.

Article X. Notices

Other than with respect to

Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,

waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed

to have been delivered (a) upon receipt, when delivered personally; (b) upon receipt, when sent by e-mail to all addresses noted below

if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (c) 5 days after being sent by U.S.

certified mail, return receipt requested, (d) one day after deposit with a nationally recognized overnight delivery service, in each case

properly addressed to the party to receive the same. The addresses for such communications (except for Advance Notices which shall be

delivered in accordance with Exhibit B hereof) shall be:

If to the Company, to:

NOCERA, INC.

3F (Building B), No. 185, Sec. 1,

Datong Rd., Xizhi Dist.,

New Taipei City, Taiwan 221, ROC

Attn: Hank Shih; Administration Department

Telephone: (886) 910-163-358

Email: hank.shih@nocera.net

With a copy to (which shall not

Sichenzia

Ross Ference Carmel LLP

constitute notice or delivery of

1185 Avenue of the Americas, 26th Floor

process) to:

New York, New York 10036

Attn: Ross D. Carmel, Esq.

Telephone: (212) 930-9700

Email: rcarmel@srfc.com

If to the Investor(s):

[•]

Attn:

Telephone:

Email:

With a copy (which shall not

Sullivan & Worcester LLP

constitute notice or delivery

1251 Avenue of the Americas

of process) to:

New York, New York 10020

Attn: David Danovitch, Esq.

Telephone: (212) 660-3060

Email:

ddanovitch@sullivanlaw.com

or at such other address and/or e-mail and/or

to the attention of such other person as the recipient party has specified by written notice given to each other party three Trading Days

prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver

or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient

email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service

in accordance with clause (i), (ii) or (iii) above, respectively.

Article XI. Miscellaneous

Section 11.01.

Counterparts. This Agreement may be executed in identical counterparts, both 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. Facsimile or other

electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including

by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

Section 11.02.

Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,

the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement

contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,

neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision

of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.

Section 11.03.

Reporting Entity for Common Shares. The reporting entity relied upon for the determination of the trading price or trading

volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be the Reporting Service or any successor

thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 11.04.

Fees and Expenses. The Company shall reimburse the Investor for all legal fees and expenses and reasonable costs and expenses

incurred by it or its affiliates in connection with the structuring, documentation, diligence, negotiation, applicable closing and post-closing,

as applicable, including related amendments, waivers, enforcement actions, compliance checks or legal audits, of the transactions contemplated

by the Transaction Documents irrespective of whether or not any Closings occur (including, without limitation, as applicable, any other

reasonable and documented fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions

contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction

Expenses”); provided, that the aggregate amount of Transaction Expenses payable by the Company to the Investor and Sullivan

& Worcester LLP shall not exceed $75,000 in the aggregate without the prior written consent of the Company, and such Transaction Expenses

not otherwise paid by the Company on the date hereof shall be withheld by the Investor from its Aggregate Purchase Price at each applicable

Closing as follows (i) $40,000 shall be withheld from the first Closing, and (ii) the remainder from each applicable Closing thereafter;

provided, further, that the Company shall promptly reimburse Sullivan & Worcester LLP (and/or the Investor, as applicable) on demand

for all Transaction Expenses applicable thereto in accordance hereto not so reimbursed through such withholding at such applicable Closing.

The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, the

Depository Trust Company (“DTC”) fees or broker’s commissions (other than for Persons engaged by the Investor)

relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any

liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection

with any claim relating to any such payment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,

the parties hereto have caused this Equity Purchase Facility Agreement to be executed by the undersigned, thereunto duly authorized, as

of the date first set forth above.

COMPANY:

NOCERA, INC.

By:

Name: Andy Jin

Title: Chief Executive Officer

INVESTOR:

[•]

By:

Name:

Title:

[Signature Page to Equity Purchase Facility

Agreement]

ANNEX I TO THE

EQUITY PURCHASE FACILITY AGREEMENT

CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY

TO DELIVER AN ADVANCE NOTICE

The right of the Company to deliver an Advance

Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance

Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

(a) Accuracy of the Company’s Representations and Warranties. The representations and warranties

of the Company in the Agreement, of which this Annex I is attached shall be true and correct in all material respects as of the Advance

Notice Date, except to the extent such representations and warranties are as of another date, such representations and warranties shall

be true and correct as of such other date.

(b) Registration of the Shares with the SEC. There is an effective Registration Statement pursuant

to which the Investor is permitted to utilize the Prospectus thereunder to resell all of the Shares issuable pursuant to such Advance

Notice.

have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC

regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.

(d) Authority. The Company shall have obtained all permits and qualifications required by any applicable

state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions

therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is

subject.

(e) Board. The board of directors of the Company shall have approved the transactions contemplated

by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the

date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have

been provided to the Investor.

(f) No Material Outside Event. No Material Outside Event shall have occurred and be continuing.

(g) Performance by the Company. The Company shall have performed, satisfied and complied in all material

respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company

at or prior the applicable Condition Satisfaction Date including, without limitation, the delivery of all Common Shares issuable pursuant

to all previously delivered Advance Notices.

(h) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall

have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or

directly, materially and adversely affects any of the transactions contemplated by this Agreement.

(i) No Suspension of Trading in or Delisting of Common Shares. The Advance Shares have been approved

for trading on the Principal Market, subject to official notice of issuance. Trading in the Common Shares shall not have been suspended

by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or

quotation of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the

Common Shares is listed on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting

additional deposits of the Common Shares, electronic trading or book-entry services by the DTC with respect to the Common Shares that

is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting

additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares is being

imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has

determined not to impose any such suspension or restriction).

I-1

(j) Authorized. All of the Shares issuable pursuant to the applicable Advance Notice shall have been

duly authorized by all necessary corporate action of the Company. All Shares relating to all prior Advance Notices required to have been

received by the Investor under this Agreement shall have been delivered to the Investor in accordance with this Agreement.

(k) Advance Notice. The representations contained in the applicable Advance Notice shall be true and

correct in all material respects as of the applicable Condition Satisfaction Date.

(l) Consecutive Advance Notices. Unless the Investor consents in writing (which may be by e-mail at

any time prior to the expiration of the Pricing Period for such applicable Additional Notices), the Pricing Period for all prior Advances

has been completed and settled.

(m) Stockholder Approval. The Company shall have obtained Stockholder Approval.

(n) Material Adverse Effect. No Material Adverse Effect shall have occurred and be continuing.

(o) Delivery. Furthermore, the Company shall not have the right to deliver an Advance Notice to the

Investor if any of the following shall occur:

(i) the Company breaches any representation or warranty in any material respect, or breaches any covenant

or other term or condition under any Transaction Document in any material respect;

(ii) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy

Law for so long as such proceeding is not dismissed;

(iii) if the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law,

(1) commences a voluntary case, (2) consents to the entry of an order for relief against it in an involuntary case, (3) consents to the

appointment of a Custodian of it or for all or substantially all of its property, or (4) makes a general assignment for the benefit of

its creditors or (5) the Company is generally unable to pay its debts as the same become due;

(iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (1) is for relief

against the Company in an involuntary case, (2) appoints a Custodian of the Company or for all or substantially all of its property, or

(3) orders the liquidation of the Company or any Subsidiary for so long as such order, decree or similar action remains in effect; or

(v) if at any time the Company is not eligible or is unable to transfer its Shares to Investor, including,

without limitation, electronically through FAST.

(p)Non-Public

Information. The Investor shall have neither received, nor be in possession of, any material, non-public information regarding the

Company or any of its Subsidiaries.

I-2

EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT

(See Attached)

A-1

EXHIBIT B

ADVANCE NOTICE

VIA EMAIL TO ALL

[•]

Date: ______________________Advance

Notice Number: _______________________________

The undersigned, _______________________, hereby

certifies, with respect to the sale of Common Shares of Nocera, Inc. (the “Company”) issuable in connection with this

Advance Notice, delivered pursuant to that certain Equity Purchase Facility Agreement, dated as of May [—],

2026 (the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings

as given to them in the Agreement):

Authorization: The undersigned is the duly elected ________________________ of the Company.

Registration: There are no fundamental changes to the information set forth in the Registration Statement which would require

the Company to file a post-effective amendment to the Registration Statement.

Conditions Precedent Compliance: The Company has performed in all material respects all covenants and agreements to be performed

by the Company contained in this Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice

are satisfied as of the date hereof.

Common Shares Outstanding: The number of Common Shares outstanding as of the date hereof is __________________.

Advance Amount: The number of Advance Shares the Company is requesting is _____________________.

Pricing Period: This is an Advance Notice for a(n) _________________1

Pricing Period.

Automatic Pricing Period Adjustment: If this Advance Notice is for an Accelerated Pricing Period, Extended Pricing Period

or Overtime Pricing Period delivered in accordance with Section 2.01(b)(v) of the Agreement and the Investor has not sent an Advance Notice

Confirmation prior to the Confirmation Deadline, the Company hereby ____________2

elect(s) to rescind this Advance Notice after the expiration of the Confirmation Deadline (if not rescinded, this Advance Notice will

automatically transfer the Pricing Period selection to a Regular Purchase Pricing Period, with the Pricing Period starting at the beginning

of Regular Trading Hours on the Trading Day immediately succeeding the Confirmation Deadline).

Minimum Acceptable Price: For an Advance Notice where a Regular Pricing Period applies, The Minimum Acceptable Price shall

be $__________ per share.

The undersigned has executed this Advance

Notice as of the date first set forth above.

NOCERA, INC.

By:

_____________________________

Select either a Regular, Accelerated, Extended or Overtime Purchase Pricing Period.

Enter “does not” If the Company wishes not to rescind, otherwise, if left blank, the Company has elected to rescind.

B-1

EXHIBIT C

SETTLEMENT DOCUMENT

VIA EMAIL

Nocera, Inc.

Attn:

Email:

Advance Notice Date: _______________, 202__

Below please find the settlement information with respect to the Advance Notice Number:

Number of Common Shares requested in the Advance Notice:

Number of Excluded Days (if any):

Volume Threshold Adjusted Advance Amount:

Halt Adjusted Advance Amount:

Adjusted Advance Amount (the lesser of (i) row 1, and (ii) the greater of (A) row 3, and (B) row 4):

Market Price:

Purchase Price per share:

Aggregate Purchase Price due to Company (row 5 multiplied by row 7):

Please issue the number of Advance Shares due to the Investor to

the account of the Investor as follows:

Investor’s DTC participant #:

ACCOUNT NAME:

ACCOUNT NUMBER:

ADDRESS:

CITY:

COUNTRY:

Contact person:

Number and/or email:

Sincerely,

[__]

Agreed and approved By:

NOCERA, INC.:

________________________________

Name:

Title:

C-1

EX-10.2 — REGISTRATION RIGHTS AGREEMENT

EX-10.2

Filename: nocera_ex1002.htm · Sequence: 3

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS

AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability

company (the “Investor”), and NOCERA, INC., a Nevada corporation (the “Company”). The Investor and

the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company

and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase

Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued

Common Stock (as defined below) (the “Common Shares”); and

WHEREAS, pursuant to

the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver

the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights under the Securities Act of 1933,

as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).

AGREEMENT

NOW, THEREFORE, in

consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1. DEFINITIONS.

Capitalized terms used herein

and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the

following terms shall have the following meanings:

(a)

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the

United States or a day on which the Federal Reserve Bank of New York is closed and/or any of the following exchanges on which the Common

Stock is traded and listed, or any successor(s) thereto, is not open for at least five (5) hours of trading: the Nasdaq Capital Market;

the Nasdaq Global Market; the Nasdaq Global Select Market, the New York Stock Exchange; or the NYSE American; and any successor to any

of the foregoing markets or exchanges.

(b)

“Common Stock” means (x) the Company’s common stock, $0.001 par value per share, and (y) any shares of

capital stock into which such common stock shall have been changed or any shares of capital stock resulting from a reclassification of

such common stock.

(c)

“Effectiveness Deadline” means, with respect to the initial Registration Statement filed hereunder, the 90th

calendar day following the date such initial Registration Statement is filed, provided, however, in the event the Company is notified

by the U.S. Securities and Exchange Commission (“SEC”) that the Registration Statement will not be reviewed or is no

longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth Business

Day following the date on which the Company is so notified if such date precedes the date required above. Notwithstanding the foregoing,

in the event the Registration Statement is subject to a full SEC review, or the Company is required to update the financial statements

therein, which causes the Registration Statement not to be declared effective by the Effectiveness Deadline, the Effectiveness Deadline

shall automatically be deemed to be extended for so long as necessary provided that the Company is using its best efforts to promptly

respond and satisfy the requests of the SEC, and during such period, the Company shall not be deemed to be in default of satisfying the

Effectiveness Deadline; provided, that the count of calendar days or Business Days for the Effectiveness Deadline in any case should exclude

any days on which the SEC is affected by a federal government shutdown.

(d)

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

thereunder.

(e)

“Filing Deadline” means, with respect to the initial Registration Statement required hereunder, the 45th

calendar day following the date hereof.

(f)

“Person” means a corporation, a limited liability company, an association, a partnership, an organization, a

business, an individual, a governmental or political subdivision thereof or a governmental agency.

(g)

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus

that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon

Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of

the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements

to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference

in such Prospectus.

(h)

“Registrable Securities” means all of (i) the Common Shares, and (ii) any shares of capital stock issued or

issuable with respect to the Common Shares, including, without limitation, (1) as a result of any stock split, stock dividend or other

distribution, recapitalization or similar event or otherwise, and (2) shares of capital stock of the Company into which the Common Shares

are converted or exchanged and shares of capital stock of a successor entity into which the Common Shares are converted or exchanged.

(i)

“Registration Statement” means any registration statement of the Company filed pursuant to this Agreement, including

the Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits

thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(j)

“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

(k)

“Rule 415” means Rule 415 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 purpose and effect as

such Rule.

(l)

“SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities

Act and the Exchange Act at the time.

(m)

“Securities Act” shall have the meaning set forth in the Recitals above.

2. REGISTRATION.

(a)

The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements,

obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been

declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of

the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no

Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction

pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable

to the Company’s transfer agent (the “Registration Period”).

(b)

Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than

the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible,

on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall

be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale

of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration

Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company

shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later

than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall

file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant

to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the

Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement

to the Company within 24 hours of the receipt thereof from the Company.

(c)

Sufficient Number of Shares Registered. If at any time during the Registration Period, all Registrable Securities are not

covered by a Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its

best efforts to file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not

covered by such initial Registration Statement, in each case as soon as practicable (taking into account any position of the staff of

the SEC with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC and

the rules and regulations of the SEC). The Company shall use its best efforts to cause each such new Registration Statement to become

effective as soon as reasonably practicable following the filing thereof with the SEC.

(d)

During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective

amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus

is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective

at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities, as necessary; (iii) cause the related Prospectus to be amended

or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be

filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration

Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence

from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which

would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company);

and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company

covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance

with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of

amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to

this Section 2(d)) by reason of the Company’s filing an Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Reports

on Form 8-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the Registration

Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is

filed which created the requirement for the Company to amend or supplement the Registration Statement.

(e)

Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in

the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement

in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall reduce the number of

Registrable Securities to be included in such Registration Statement (after consultation with the Investor as to the specific Registrable

Securities to be removed therefrom) to the maximum number of securities as is permitted to be registered by the SEC. In the event of any

reduction in Registrable Securities pursuant to this paragraph, the Company shall use its best efforts to file one or more New Registration

Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration

Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

(f)

Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current; Partial Liquidated Damages. If:

(i) a Registration Statement is not filed on or prior to the Filing Deadline, or (ii) a Registration Statement is not declared effective

on or prior to the Effectiveness Deadline, or the Company fails to file with the SEC a request for acceleration in accordance with Rule

461 promulgated under the Securities Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever

is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) after

the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for

which it is required to be effective, or (iv) the Investor is not permitted to utilize the Prospectus therein to resell such Registrable

Securities for more than 30 consecutive calendar days or more than an aggregate of 60 calendar days during any 12-month period (which

need not be consecutive calendar days), or (v) if after the date that is six months from the date hereof, the Company does not have available

adequate current public information as set forth in Rule 144(c) (any such failure or breach being referred to as an “Event”

and the date of any such Event, the “Event Date”), then in addition to any other rights the Investor may have hereunder

or under applicable law, the Company shall be in breach of the term and conditions of this Agreement and such Event shall be deemed an

event of default for so long as such Event remains uncured. During the period of the existence of an uncured Event, the Investor shall

have no obligation to accept an Advance Notice or accept or purchase any Advance Shares (other than any Advance Shares purchased by the

Investor prior to the occurrence of the Event). In addition, on each such Event Date and on each monthly anniversary of each such Event

Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable

Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to the Investor

an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1%) multiplied by the total

purchase price of each outstanding Advance Notice (other than the purchase price for any Advance Shares purchased by the Investor prior

to the occurrence of the Event); provided, that the maximum aggregate amount payable thereunder shall not exceed 2% of such amount. For

example, if the total purchase price of all outstanding Advance Notices (other than the purchase price for any Advance Shares purchased

by the Investor prior to the occurrence of the Event) is $1,000,000 at an Event Date which shall occur after the date hereof, then, on

the Event Date and on each monthly anniversary of such Event Date thereafter (if the applicable Event shall not have been cured by such

date) the Company shall pay partial liquidated damages on such amount equal to $10,000, up to an aggregate of $20,000. If the Company

fails to pay any partial liquidated damages pursuant to this Section 2(f) in full within seven (7) calendar days after the date payable,

the Company shall pay interest thereon at a rate of twelve percent (12%) per annum (or such lesser maximum amount that is permitted to

be paid by applicable regulation) to the Investor, accruing daily from the date such partial liquidated damages are due until such amounts,

plus all such interest thereon, are paid in full.

(g)

Piggy-Back Registrations. Commencing on the Filing Deadline, if at any time there is not an effective Registration Statement

covering all of the Registrable Securities and the Company proposes to register the offer and sale of any shares of Common Stock under

the Securities Act (other than a registration (i) pursuant to a registration statement on Form S-8 ((or other registration solely relating

to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement),

(ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities

Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for

its own account or for the account of one or more stockholders of the Company and the form of registration statement to be used may be

used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five days

prior to the filing of such registration statement) to the holders of Registrable Securities of its intention to effect such a registration

and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for

inclusion from the holders of Registrable Securities; provided, however, that, the Company shall not be required to register

any Registrable Securities pursuant to this Section 2(g) that have been sold or may be sold without any restrictions pursuant to Rule

144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the

Company’s transfer agent.

(h)

No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities

in any Registration Statement pursuant to Section 2(a) or Section 2(c) without obtaining the prior written consent of the Investor prior

to filing such Registration Statement with the SEC.

3. RELATED OBLIGATIONS.

(a)

The Company shall, not less than three Business Days prior to the filing of each Registration Statement and not less than

one Business Day prior to the filing of any related amendments and supplements to all Registration Statements (except for Annual Reports

on Form 10-K, supplements and amendments to update the Registration Statement solely for information reflected in the Company’s

Annual Reports on Form 10-K, Quarterly Report on Form 10-Q or Current Reports on Form 8-K or as otherwise provided for in Section 2),

furnish to the Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to

be incorporated by reference) will be subject to the reasonable and prompt review of such Investor. The Company shall not file a Registration

Statement or any such Prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith.

(b)

The Company shall furnish to the Investor whose Registrable Securities are included in any Registration Statement, without charge

(i) at least one copy (which may be in electronic form) of such Registration Statement as declared effective by the SEC and any amendment(s)

thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary

prospectus, (ii) at least one copy (which may be in electronic form) of the final prospectus included in such Registration Statement and

all amendments and supplements thereto, and (iii) any documents, which are not publicly available through EDGAR, as such Investor may

reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(c)

The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement

under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests,

(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations

and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions

as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)

take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles

of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for

this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process

in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company

of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale

under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation

or threat of any proceeding for such purpose.

(d)

As promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor in writing

of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an

untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue

statement or omission and deliver one electronic copy of such supplement or amendment to the Investor. The Company shall also promptly

notify the Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when

a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to

the Investor by email on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration

Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective

amendment to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments

received from the SEC with respect to a Registration Statement or any amendment thereto.

(e)

The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration

Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United

States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest

possible moment and to notify the Investor who holds Registrable Securities being sold of the issuance of such order and the resolution

thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f)

Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use best efforts to cause all of

the Registrable Securities covered by each Registration Statement to be listed on the Principal Market. The Company shall pay all fees

and expenses in connection with satisfying its obligation under this Section 3(f).

(g)

The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company

unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information

is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered

pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such

information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.

The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court

or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor,

at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(h)

The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of

certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 and representing such

number of Common Shares and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable

period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided, that the Company

may satisfy its obligations hereunder without issuing physical stock certificates through the issuance of the Registrable Securities in

book entry form.

(i)

The Company shall use its best efforts to cause the Registrable Securities to be registered with or approved by such other governmental

agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(j)

The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with

any registration hereunder.

(k)

Within two Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the

Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) an opinion of legal counsel for the Company stating that such Registrable Securities are registered for

resale pursuant to such Registration Statement that has been declared effective by the SEC and that, in connection with a resale of any

Common Shares pursuant to such Registration Statement, the Common Shares shall be transferred free of any restrictive legends.

(l)

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable

Securities pursuant to a Registration Statement.

4. OBLIGATIONS OF THE INVESTOR.

(a)

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described

in Section 3(d) such Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any

Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended

prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to

the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates

for Common Shares to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of

Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of

a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.

(b)

The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable

to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c)

The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by

the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the

Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration

Statement.

5. EXPENSES OF REGISTRATION.

All expenses incurred by the

Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable

Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees

and expenses of the Company’s counsel and accountants (including documented legal fees of Investor’s counsel associated with the

review of each Registration Statement); provided that the fees of the Investor’s counsel shall not exceed $25,000 per Registration

Statement without the prior written consent of the Company.

6. INDEMNIFICATION.

With respect to Registrable

Securities which are included in a Registration Statement under this Agreement:

(a)

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the

directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within the meaning

of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,

judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several

(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,

investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body

or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement

or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities

or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),

or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to

state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements

therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,

any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or

sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,

collectively, “Violations”). The Company shall reimburse the Investor and each controlling person promptly as such

expenses are incurred and are due and payable, for any legal fees or disbursements that are reasonably incurred by them or other reasonable

expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained

herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising

out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company

by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof

or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause

to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to

Section 3(b); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of the Indemnified Person.

(b)

In connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and

in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives,

or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified

Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange

Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent,

and only to the extent, that such Violation occurs (i) in reliance upon and in conformity with written information furnished to the Company

by the Investor expressly for use in connection with such Registration Statement or (ii) from the Investor’s violation of any prospectus

delivery requirements under the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,

or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement;

and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with

investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement

with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected

without the prior written consent of such Investor, which consent shall not be unreasonably withheld, conditioned or delayed; provided,

further, however, that, absent fraud or gross negligence, the Investor shall be liable under this Section 6(b) for only that amount of

a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities

pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by

or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained

in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or

omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to the Investor prior to such

Investor’s use of the prospectus to which the Claim relates.

(c)

Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any

action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party

shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party

a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the

indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with

counsel reasonably mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may

be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and

expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in

the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or

Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified

Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person

shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying

party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person

which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at

all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for

any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying

party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent

of the Indemnified Party or Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry

of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by

the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or

litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified

Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification

has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such

action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6,

except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d)

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the

investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e)

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party

or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

7. CONTRIBUTION.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:

(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and

(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller

from the sale of such Registrable Securities.

8. REPORTS UNDER THE EXCHANGE ACT.

With a view to making available

to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at

any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the

Investor’s purchase of the Common Shares, the Company represents, warrants, and covenants to the following:

(a)

The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports

under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer

was required to file such reports).

(b)

During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or

15(d) of the Exchange Act (it being understood that the filings prior to any permitted filing deadline extension under Rule 12b-25 under

the Exchange Act shall be deemed timely and it being further understood that nothing herein shall limit the Company’s obligations

under the Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.

(c)

The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written

statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly

report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably

requested to permit the Investor to sell such securities pursuant to Rule 144 without registration following the required holding period

pursuant to Rule 144.

9. AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement

may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),

only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall

be binding upon each of the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a

waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to

this Agreement.

10. MISCELLANEOUS.

(a)

A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable

Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections

from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice

or election received from the registered owner of such Registrable Securities.

(b)

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must

be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Purchase Agreement or to such other address

and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given

to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient

of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing

the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal

service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with this Section 10(b).

(c)

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such

right or remedy, shall not operate as a waiver thereof.

(d)

The laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and the Investor as its stockholder.

All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal

laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of

Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. Each

party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of Las Vegas, Clark

County, State of Nevada, 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 brought in an inconvenient

forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for

such 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 any

provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect

the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision

of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A

JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED HEREBY.

(e)

This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(f)

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g)

This Agreement may be executed in identical counterparts, both 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. Facsimile or other electronically

scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment,

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

(h)

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver

all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the

intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i)

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and

no rules of strict construction will be applied against any party.

(j)

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is

not for the benefit of, nor may any provision hereof be enforced by, any other Person.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,

the Company and the Investor have caused their signature page to this Registration Rights Agreement to be duly executed as of the date

first above written.

COMPANY:

NOCERA, INC.

By:

Name: Andy Jin

Title: Chief Executive Officer

INVESTOR:

[•]

By:

Name:

Title:

EX-10.3 — FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

EX-10.3

Filename: nocera_ex1003.htm · Sequence: 4

Exhibit 10.3

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

(this “Amendment”), dated as of May 22, 2026, is entered into by and between Nocera, Inc., a Nevada corporation (the

“Company”), and [•] (the “Buyer” or “[•]”). The Company and the Buyer are

sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company and the Buyer are

parties to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the “Purchase Agreement”), pursuant

to which the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, Senior Secured Convertible

Notes of the Company (the “Notes”) convertible into shares of common stock of the Company, par value $0.001 per share

(the “Common Stock”), upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to Section 9(e) of the

Purchase Agreement, the Parties desire to amend certain terms and provisions of the Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the

mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not otherwise defined

in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.

2. AMENDMENTS TO THE PURCHASE AGREEMENT

Effective as of the date hereof, the Purchase

Agreement is hereby amended as follows:

(a) Section

4(d) (Use of Proceeds). Section 4(d) of the Purchase Agreement is hereby amended and restated as follows:

Use of Proceeds.

The Company shall use the net proceeds from the sale of the Notes as follows: (A) at the Initial Closing, the net proceeds from the Initial

Note sold to each Buyer in an aggregate original principal amount set forth opposite each Buyer’s name in column (3) on the Schedule

of Buyers shall be used to acquire Acceptable Stable Cryptocurrency (as defined in the Security Agreement) and (i) upon the written consent

of both the Company and the Buyers, such Acceptable Stable Cryptocurrency may be used to acquire Note Purchased Crypto (as defined in

the Notes), and (ii) upon the written consent of the Lead Buyer, the Company may use such Acceptable Stable Cryptocurrency for acquisitions;

and (B) at any Additional Closing, the net proceeds from such Additional Closing shall be used for: (i) general corporate purposes and

working capital, (ii) acquisitions, investments or other strategic transactions, and (iii) any other lawful corporate purpose, but not,

directly or indirectly, for (1) the satisfaction of any indebtedness of the Company or any of its Subsidiaries (other than repayment of

indebtedness incurred in connection with any such acquisition, investment or other strategic transaction), (2) the redemption or repurchase

of any securities of the Company or any of its Subsidiaries, or (3) the settlement of any outstanding litigation, except in each of the

clauses (1), (2) and (3), unless necessary to consummate any acquisition, investment or other strategic transaction by the Company or

its Subsidiaries.

3. COVENANTS

(a) Disclosure.

On or before 9:30 a.m., New York time, on the fourth (4th) Business Day after the date of this Amendment, the Company shall file a Current

Report on Form 8-K disclosing the material terms of this Amendment and shall file a copy of this Amendment as an exhibit to such Current

Report on Form 8-K.

(b) Expenses.

The Company shall, within one Business Day of the date hereof, reimburse the Buyer in the amount of $15,000.00 for all documented fees,

costs, and expenses, including attorneys’ fees and expenses, incurred by the Buyers to date in connection with the Transaction Documents

and this Amendment. The foregoing amount represents a maximum on the total reimbursement expenses payable by the Company to the Buyer

in connection with this Amendment.

4. NO OTHER AMENDMENTS

Except as expressly amended, modified, or supplemented

by this Amendment, the Purchase Agreement shall remain in full force and effect in accordance with its terms. On and after the date hereof,

each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,”

or words of similar import shall mean and refer to the Purchase Agreement as amended by this Amendment.

5. GOVERNING LAW

This Amendment shall be governed by and construed

in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles, consistent with Section 9(a) of

the Purchase Agreement. The Company and the Buyer each hereby agrees that all actions or proceedings arising directly or indirectly from

or in connection with this Amendment shall be litigated only in the state and federal courts sitting in Las Vegas, Nevada. The Company

and the Buyer each consent to the exclusive jurisdiction and venue of the foregoing courts and consent that any process or notice of motion

or other application to either of said courts or a judge thereof may be served inside or outside the State of Nevada by generally recognized

overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below

(and service so made shall be deemed “personal service”) or by personal service or in such other manner as may be permissible

under the rules of said courts. THE COMPANY AND THE BUYER EACH HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION

PURSUANT TO THIS WAIVER.

6. COUNTERPARTS

This Amendment may be executed in one or more

counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission (including portable

document format (.pdf)) shall be effective as delivery of a manually executed counterpart of this Amendment.

7. ENTIRE AGREEMENT

This Amendment, together with the Purchase Agreement

and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement of the Parties with respect

to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings, whether written or oral, relating

to such subject matter.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed

this First Amendment to Securities Purchase Agreement as of the date first written above.

COMPANY:

NOCERA, INC.

By:

Name: Andy Jin

Title: Chief Executive Officer

BUYER:

[•]

By:

Name:

Title:

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Filename: R1.htm · Sequence: 9

v3.26.1

Cover

May 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 22, 2026

Entity File Number

001-41434

Entity Registrant Name

NOCERA,

INC.

Entity Central Index Key

0001756180

Entity Tax Identification Number

16-1626611

Entity Incorporation, State or Country Code

Entity Address, Address Line One

(Building B), No. 185, Sec. 1, Datong Rd.,

Entity Address, Address Line Two

Xizhi

Dist.

Entity Address, City or Town

New Taipei City

Entity Address, Country

Entity Address, Postal Zip Code

221

City Area Code

(886)

Local Phone Number

910-163-358

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 $0.001 per share

Trading Symbol

NCRA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

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Cover page.

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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.

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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'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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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.

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