Form 8-K

8-K — MICROVISION, INC.

Accession: 0001493152-26-038743

Filed: 2026-08-17

Period: 2026-08-14

CIK: 0000065770

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

DATE

OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 14, 2026

MicroVision,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-34170

91-1600822

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

18390

NE 68th Street

Redmond,

Washington 98052

(Address

of principal executive offices) (Zip code)

(425)

936-6847

Registrant’s

telephone number, including area code

Not

Applicable

(Former

name or former address if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

MVIS

The

NASDAQ Stock Market

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.

August 14, 2026, MicroVision, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with the purchasers listed on the signature pages thereto (the “Purchasers”), in connection with the Company’s offer

of an aggregate of 6,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”),

together with accompanying warrants to purchase 6,800,000 shares of Common Stock (the “Warrants” and,

together with the Shares, the “Securities”) to the Purchasers and other investors who purchased Securities pursuant to the

prospectus registering such Securities (the “Offering”). The Securities were sold at a combined offering price of $2.50 per

Share and accompanying Warrant.

The

Warrants have an exercise price of $2.50 per share, are exercisable immediately, and are exercisable for a period of five years from

the closing of the Offering.

WestPark

Capital, Inc. (“WestPark”) acted as the Company’s placement agent in connection with the Offering. The Offering was

conducted as a confidentially marketed public offering on a reasonable best efforts basis by WestPark, acting as sole placement agent

for the Company pursuant to a Placement Agency Agreement, dated August 14, 2026 (the “Placement Agency Agreement”). In connection

with acting as placement agent, WestPark received a commission equal to a cash fee of 6.5% of the aggregate gross proceeds raised from

the sale of the Securities sold in the Offering, and the Company reimbursed WestPark for $115,000 of its expenses incurred in connection

with the Offering.

The

net proceeds to the Company from the Offering are approximately $15.6 million after deducting placement fees and other estimated offering

expenses payable by the Company and excluding the proceeds received from the exercise of Warrants, if any. The Company

intends to use the net proceeds from the Offering for general corporate purposes, which may include, but are not limited to, working

capital and capital expenditures.

The

Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-297430), initially filed with

the Securities and Exchange Commission (“SEC”) on July 13, 2026 and declared effective by the SEC on July 15, 2026, a

preliminary prospectus supplement relating to the Offering filed with the SEC on August 14, 2026, and a final prospectus supplement relating

to the Offering filed with the SEC on August 17, 2026.

The

Offering closed on August 17, 2026.

The

Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties and covenants by the Company,

customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933,

as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in

the Purchase Agreement and the Placement Agency Agreement were made only for purposes of such agreement and as of specific dates,

were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.

addition, subject to certain exceptions, we have agreed, (i) for a period of 45 days following the date of the closing of this Offering,

not to, and to cause our subsidiaries not to, issue, enter into any agreement to issue or announce the issuance or proposed issuance

of any common stock or any securities that are convertible into, or exchangeable or exercisable for, common stock, nor file any registration

statement or amendment or supplement thereto, other than this prospectus supplement or certain registration statements, (ii) for a period

of 45 days following the date of the closing of this Offering, issue any securities that are subject to a price reset based on the trading

prices of our common stock or upon a specified or contingent event in the future, or enter into any agreement to issue securities at

a future determined price and (iii) for a period of 45 days following the date of the closing of this Offering, not to make any additional

repayments on any outstanding amount of the Company’s currently outstanding senior secured convertible notes maturing on March

1, 2028.

The

Placement Agency Agreement, form of Warrant and Purchase Agreement are filed as Exhibits 1.1, 4.1 and 10.1 respectively, to this Current

Report on Form 8-K (this “Current Report”). The foregoing descriptions of the terms of the Placement Agency Agreement, form

of Warrant and Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the exhibits.

A copy of the opinion of Ropes & Gray LLP relating to the legality of the issuance and sale of the Securities, and the shares

of Common Stock issuable upon exercise of the Warrants, is filed as Exhibit 5.1 to this Current Report.

Item

8.01 Other Events.

August 13, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached hereto

as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

August 14, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto

as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

1.1

Placement Agency Agreement, dated August 14, 2026, by and between MicroVision, Inc. and WestPark Capital, Inc.

4.1

Form of Warrant

5.1

Opinion of Ropes & Gray LLP

10.1*

Form of Securities Purchase Agreement, dated as of August 14, 2026, by and among the Company and the purchasers on the signature pages thereto

23.1

Consent of Ropes & Gray LLP (contained in Exhibit 5.1)

99.1

Press Release (Launch), dated August 13, 2026

99.2

Press Release (Pricing), dated August 14, 2026

104

Cover

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

Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation

S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision

and that information is not otherwise disclosed in the exhibit or disclosure document. The Company agrees to furnish a copy of all omitted

schedules (or similar attachments) to the SEC upon its request.

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

MICROVISION,

INC.

By:

/s/

Drew G. Markham

Drew

G. Markham

Senior

Vice President, General Counsel and Secretary

Dated:

August 17, 2026

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

PLACEMENT

AGENCY AGREEMENT

August

14, 2026

Westpark

Capital, Inc.

1800

Century Park East, Suite 220

Los

Angeles, CA 90067

Ladies

and Gentlemen:

Introduction.

Subject to the terms and conditions herein (this “Agreement”), MicroVision Inc., a Delaware corporation (the “Company”),

hereby agrees to sell up to an aggregate of $17,000,000 of registered shares (the “Shares”) of the Company’s

common stock, $0.001 par value per share (the “Common Stock”) and/or pre-funded common stock purchase warrants to

purchase shares of Common Stock (the “Pre-Funded Warrants”), and accompanying common stock purchase warrants to purchase

shares of Common Stock (the “Common Warrants”, and together with the Pre-Funded Warrants, the “Warrants”,

and the shares of Common Stock underlying the Warrants, the “Warrant Shares”, and the Shares, the Warrants, and the

Warrant Shares, the “Securities”), directly to various investors (each, an “Investor” and, collectively,

the “Investors”) through Westpark Capital, Inc. (the “Placement Agent”) as placement agent. The

documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without

limitation, a securities purchase agreement (the “Purchase Agreement”) and the Warrants, shall be collectively referred

to herein as the “Transaction Documents”. The purchase price to the Investors for each Share and accompanying Common

Warrant is $2.50 (provided that the purchase price per Pre-Funded Warrant and accompanying Common Warrant shall be such price minus $0.001),

and each share of Common Stock issuable upon exercise of the Common Warrants is $2.50, which purchase price and exercise price to the

Investors for the Securities was determined based on negotiation between the Company, the Placement Agent and the Investors. The Placement

Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

Capitalized

terms that are not otherwise herein defined shall have the meanings given to such terms set forth in the Purchase Agreement.

The

Company hereby confirms its agreement with the Placement Agent as follows:

Section

1. Agreement to Act as Placement Agent.

(a) On

the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-297430) (the “Registration

Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations

between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis

and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,

in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below)

be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent

shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with

respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities

and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and

delivery of, the Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs,

the “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”,

i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon

receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall

be made by the Placement Agent (or their clearing firm) by wire transfer to the Company. As compensation for services rendered, on the

Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

(i). A

cash fee equal to 6.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (including

gross proceeds received in cash by the Company related to the exercise in the Offering of any Common Warrants and Pre-Funded Warrants,

which such cash fee shall be paid within 48 hours upon receipt of any such additional gross proceeds).

(ii). The

Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of up to $115,000 payable immediately

upon the Closing of the Offering (inclusive of any advance previously paid).

(b) The

term of the Placement Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive Term).

Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution

contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination

of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred

and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any

expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent

or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business

relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or

corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company,

government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that,

directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such

terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Section

2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement

Agent as of the date hereof, and as of the Closing Date, as follows:

(a) Securities

Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration

Statement under the Securities Act, which was declared effective on July 15, 2026 for the registration of the Securities under the Securities

Act, and a preliminary prospectus supplement relating to the placement of the Securities. Following the determination of pricing among

the Company and the prospective Investors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant

to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of

the Commission promulgated thereunder, a final prospectus supplement relating to the placement of the Securities, their respective pricings

and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect

to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed

at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the

form in which it appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement

relating to the Offering, is hereinafter called the “Base Prospectus”; the preliminary prospectus supplement in the

form in which it was filed with the Commission pursuant to Rule 424(b) is hereinafter called the “Preliminary Prospectus Supplement”;

and the final prospectus supplement, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the

Base Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration

Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”

Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary

Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein

(the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,”

“amendment” or “supplement” with respect to the Registration Statement, the Original Registration Statement,

the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the filing

of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus

Supplement or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement

to financial statements and schedules and other information which is “contained,” “included,” “described,”

“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary

Prospectus Supplement or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,

the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus, as the case may be. As used in this paragraph and

elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, the Preliminary Prospectus

Supplement, any subscription agreement between the Company and the Investors, and any issuer free writing prospectus as defined in Rule

433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly

agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as

the context requires, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus, and any supplement to either

thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness

of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement or intends to commence a proceeding for

any such purpose.

(b) Assurances.

The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits and

schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time

it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain

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

therein not misleading. The Base Prospectus, the Preliminary Prospectus Supplement, and the Final Prospectus, each as of its respective

date, comply or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base

Prospectus, the Preliminary Prospectus Supplement, and the Final Prospectus, as amended or supplemented, did not and will not contain

as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with

the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations promulgated

thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or

omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference

in the Base Prospectus, the Preliminary Prospectus Supplement, or Final Prospectus), in light of the circumstances under which they were

made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date

thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be

filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in connection with

the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed

within the requisite time period. Except for this Agreement, there are no contracts or other documents required to be described in the

Base Prospectus, the Preliminary Prospectus Supplement, or Final Prospectus, or to be filed as exhibits or schedules to the Registration

Statement, which have not been described or filed as required.

Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the

Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure

Package.

(d) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution

and delivery of each of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby

and under the Base Prospectus and the Preliminary Prospectus Supplement have been duly authorized by all necessary action on the part

of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board of Directors”)

or the Company’s stockholders in connection therewith other than in connection with the Required Approvals (as defined below).

This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid

and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general

equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(e) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to

the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplated

hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any

Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with,

or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation

of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(f) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall

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

(g) Reliance.

The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties

and hereby consents to such reliance.

(h) Forward-Looking

Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other

than in good faith.

(i) Statistical

or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time

of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable

and accurate, and such data agree with the sources from which they are derived.

(j) FINRA

Affiliations. There are no affiliations with any FINRA member firm that is participating in the Offering among the Company’s

officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.

(k) Representations

and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules

thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein)

and is hereby made to, and in favor of, the Placement Agent.

Section

3. Delivery and Payment. The Closing shall occur remotely via electronic exchange of documents and signatures (or by such other

method as shall be agreed upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, payment of the purchase

price for the Securities sold on the Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities,

and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request

at least one business day before the time of purchase (as defined below).

Deliveries

of the documents with respect to the purchase of the Securities, if any, shall be made remotely. All actions taken at the Closing shall

be deemed to have occurred simultaneously.

Section

4. Representations of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing

of FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended, (iii) is licensed as a broker/dealer

under the laws of the states applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate

body validly existing under the laws of its place of incorporation; (v) has full power and authority to enter into and perform its obligations

under this Agreement, (vi) in effecting the Placement, the Placement Agent agrees to comply in all material respects with applicable

provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without

limitation, all U.S. state law and all national, provincial, city or other legal requirements), and (vii) this Agreement has been duly

authorized and executed and constitutes a legal, valid and binding agreement of the Placement Agent enforceable in accordance with its

terms. The Placement Agent covenants they will conduct the Placement hereunder in compliance with the provisions of this Agreement and

the requirements of applicable law.

Section

5. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Registration

Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment

to the Registration Statement has been filed or becomes effective or any supplement to the Base Prospectus, the Preliminary Prospectus

Supplement, or the Final Prospectus has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly

all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section

13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required

in connection with the Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request

by the Commission to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii)

of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing

or suspending the use of the Base Prospectus, the Preliminary Prospectus Supplement, or the Final Prospectus or any prospectus supplement

or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification

of the Securities for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such

purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or for additional

information. The Company shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension of such

use. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use

its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use

its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees

that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with

respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company

under such Rule 424(b) are received in a timely manner by the Commission.

(b) Blue

Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for

sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably

request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,

provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in

any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not

be required to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports and

other documents as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably

request for distribution of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification

or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation

or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration

or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the

rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated

in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be

delivered in connection with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus

Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement

Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in

order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading,

or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act

any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its

own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration

Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the Incorporated Documents

and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not

misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented, will

comply with law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection

with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file

any such amendment or supplement to which the Placement Agent reasonably objects.

(d) Copies

of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period

beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus

supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e) Free

Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make

any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission

or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing

to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i)

treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164

and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,

legending and record keeping.

(f) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(g) Earnings

Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later

than 18 months after the last Closing Date, the Company will make generally available to its security holders and to the Placement Agent

an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the

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

(h) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission

and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner

required by the Exchange Act.

(i) Additional

Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or the Investors

deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Placement

Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third-party beneficiary of, the representations

and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with Investors in the Offering.

(j) No

Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has

constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(k) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent’s prior

written consent.

(l) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(m) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(n) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement

Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change

research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

(o) Covenants.

Each of the covenants made to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated

herein) and is hereby made to, and in favor of, the Placement Agent.

Section

6. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to

the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date

hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations

hereunder on and as of such dates, and to each of the following additional conditions:

(a) Accountants’

Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to

the Placement Agent, a letter from Baker Tilly US, LLP (the independent registered public accounting firm of the Company), addressed

to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement Agent. The letter shall not

disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth

in the Incorporated Documents or the applicable Prospectus or prospectus supplement, which, in the Placement Agent’s sole judgment,

is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with

the Offering of the Securities as contemplated by such Prospectus.

(b) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and

“free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission,

as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and

no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of

any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no

order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have

been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall

have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and

the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and

each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably

satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it

may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 6.

(d) No

Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement

Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or any material

adverse change or development involving a prospective material adverse change in the condition or the business activities, financial

or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus

(“Material Adverse Change”).

(e) Opinions

of Counsel for the Company. The Placement Agent shall have received on the Closing Date (i) the opinion of Company Counsel, dated

as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and

substance satisfactory to the Placement Agent and (ii) the opinion of IP Counsel, addressed to the Placement Agent and in form and substance

satisfactory to the Placement Agent.

(f) Officers’

Certificate. The Placement Agent shall have received on the Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be

satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus,

and this Agreement and to the further effect that:

(i). The

representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and

the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior

to such Closing Date;

(ii). No

stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no proceedings

for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order

having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued

by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose

have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange in the United States;

(iii). When

the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,

the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,

and any Prospectus, contained all material information required to be included therein by the Securities Act and the Exchange Act and

the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the

requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the

case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include any

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 the light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations

and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity

with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date

of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission

thereunder to be set forth in the Incorporated Documents which has not been so set forth; and

(iv). Subsequent

to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,

there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as

a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material

to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary

course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock

options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or

any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(g) Bring-down

Comfort Letter. On the Closing Date, the Placement Agent shall have received from Baker Tilly US, LLP, or such other independent

registered public accounting firm of the Company, a letter dated as of such Closing Date, in form and substance satisfactory to the Placement

Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this Section 6, except

that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to such

Closing Date.

(h) Secretary’s

Certificate. On the Closing Date, the Placement Agent shall have received a certificate from the Company’s Secretary certifying

to the organizational documents, good standing in the jurisdiction of incorporation of the Company, and board resolutions relating to

the Offering.

(i) Lock-Up

Agreements. On the date hereof, the Placement Agent shall have received the executed Lock-Up Agreements, from each of the directors

and officers of the Company.

(j) Stock

Exchange Listing. Other than as disclosed in the Company’s Current Reports on Form 8-K incorporated by reference in the Registration

Statement and Final Prospectus, the Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market,

and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration

of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall

the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration

or listing.

(k) Additional

Documents. On or before the Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by

the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability

on the part of any party to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and Contribution)

and Section 9 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section

7. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the

performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:

(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs);

(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp

taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent

public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing,

filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates

of experts), the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus and each Prospectus Supplement, and all

amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable and documented attorneys’ fees and expenses

incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification

or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities

laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International

Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement Agent of such qualifications, registrations

and exemptions; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Placement Agent’s

participation in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Shares and

Warrant Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s and

the Placement Agent’s employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred to in

Part II of the Registration Statement. For the sake of clarity, it is understood and agreed that (i) the Company shall be responsible

for the Placement Agents’ legal fees as set forth in Section 1(a)(ii) herein.

Section

8. Indemnification and Contribution.

(a) The

Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within

the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates

and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from

and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for

all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are

incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person

is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to

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

misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating

to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents)

or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant

to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any

such advice, services or transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible

for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified

Person’s (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred

to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities

in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct.

The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such

Indemnified Person’s rights under this Agreement.

(b) Upon

receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be

sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory

to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense

of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties

to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall

have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected

by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company

shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified

Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement

of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without

the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry

of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution

may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination

includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification

or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof

during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of

fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the

Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed

to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by

the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,

bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

(d) The

Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted

solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions

or services.

(e) The

reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services

under or in connection with, this Agreement.

Section

9. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and

other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made

pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement

Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive

delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or

to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity,

contribution and reimbursement agreements contained in this Agreement.

Section

10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to

the parties hereto as follows:

to the Placement Agent to the address set forth above, attention: Brandon Ross, email: [***]

With

a copy to:

Ellenoff

Grossman & Schole LLP

1345

Avenue of the Americas, 11th Floor

New

York, New York 10105

E-mail:

[***]

to the Company:

MicroVision,

Inc.

18390

NE 68th St

Redmond,

WA 98052

e-mail:

[***]

Attention:

General Counsel

With

a copy to:

Ropes

& Gray LLP

800

Boylston St

Boston,

MA 02199

e-mail:

[***]

Attention:

Thomas J. Fraser

Any

party hereto may change the address for receipt of communications by giving written notice to the others.

Section

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the

employees, officers and directors and controlling persons referred to in Section 8 hereof, and to their respective successors, and personal

representative, and no other person will have any right or obligation hereunder.

Section

12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall

not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision

of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and

only such minor changes) as are necessary to make it valid and enforceable.

Section

13. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this Agreement

and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects

by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent

and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this engagement letter and/or the

transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States

District Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such

suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and

the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement

Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action

or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of

New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed

in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the

Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service process

upon the Placement Agent, in any such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the contrary,

the Company agrees that neither the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and

representatives of the Placement Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates,

shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the

engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by us that

are finally judicially determined to have resulted from the willful misconduct or gross negligence of such individuals or entities. If

either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action

or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with

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

Section

14. General Provisions.

(a) This

Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,

the Engagement Agreement, dated June 30, 2026 (“Engagement Agreement”), between the Company and the Placement Agent

shall terminate automatically at the end of the Exclusive Term and be of no further force or effect. This Agreement may be executed in

two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein

are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b) The

Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length, are not

agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties

and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The

Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged

breach of fiduciary duty in connection with the offering of the Securities.

Company acknowledges that the Placement Agent has been, and may in the future be, engaged to provide services as an underwriter, placement

agent, finder, advisor or investment banker to other companies in the industry in which the Company is involved. The Company acknowledges

and agrees that nothing contained in this Agreement shall limit or restrict the right of the Placement Agent or of any member, manager,

officer, employee, agent or representative of the Placement Agent, to be a member, manager, partner, officer, director, employee, agent

or representative of, investor in, or to engage in, any other business, whether or not of a similar nature to the Company’s business,

nor to limit or restrict the right of the Placement Agent to render services of any kind to any other corporation, firm, individual or

association; provided that the Placement Agent and any of its members, managers, officers, employees, agents or representatives shall

not use the information to the detriment of the Company.

[The

remainder of this page has been intentionally left blank.]

the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all

counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

MICROVISION INC.

By:

/s/

Drew G. Markham

Name:

Drew

G. Markham

Title:

Senior

Vice President, General Counsel and Secretary

The

foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.

WESTPARK

CAPITAL, INC.

By:

/s/

Frank Salvatore

Name:

Frank

Salvatore

Title:

CRO

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

COMMON

STOCK PURCHASE WARRANT

MicroVision,

Inc.

Warrant

Shares: _________

Issuance

Date: August 17, 2026

THIS

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

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

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York

City time) on August 17, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MicroVision,

Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section

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

in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

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

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

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

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

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

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

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

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

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

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Exchange

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

“Person”

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

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

“Placement

Agency Agreement” means the placement agency agreement, dated as of August 14, 2026, by and between the Company and WestPark Capital,

Inc.

“Registration

Statement” means the Company’s registration statement on Form S-3 (File No. 333-297430).

“Securities

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

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

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

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

“Transfer

Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with offices located at 28 Liberty Street,

Floor 53, New York, New York, and any successor transfer agent of the Company.

“VWAP”

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

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

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

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

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

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

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

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

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

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

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section

2. Exercise.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge

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

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

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.50, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in

whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable

Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof

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

Trading Day prior to the opening of “regular trading hours” (as defined in Rule

600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,

(ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported

by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the

Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such

Notice of Exercise is delivered during “regular trading hours,” or within two

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

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof

after two (2) hours following the close of “regular trading hours” on such Trading

Day;

(B)

= the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

= the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

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

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

d) Mechanics

of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery

of a certificate or by electronic delivery through books and records maintained by the Company’s transfer agent (at the election

of the Holder), registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period following delivery of the Notice of Exercise; provided, that the Holder shall be deemed to have waived any voting rights of any

such Warrant Shares during the period commencing on the date the Notice of Exercise is delivered through and including such applicable

Warrant Share Delivery Date, as necessary, such that the aggregate voting rights of any Common Stock (including such Warrant Shares)

beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such date of determination shall not exceed the

Beneficial Ownership Limitation (as defined below) as a result of any such exercise of this Warrant. If the Company fails for any reason

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

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

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

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

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

in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any

Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at

any time after the time of execution of the Placement Agency Agreement, the Company agrees to deliver the Warrant Shares subject to such

notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery

Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is

received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than a failure caused by incorrect

or incomplete information provided by the Holder to the Company), and if after such date the Holder is required by its broker to purchase

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

in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number

of Warrant Shares that the Company was required to deliver, but did not timely deliver, to the Holder in connection with the exercise

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

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

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

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

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

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

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

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

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

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

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

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

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

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

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue

or transfer tax, other than any tax or taxes which may be payable as a result of the issuance or delivery of the Warrant Shares in a

name other than the name of the Holder, or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes

and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names

as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name

other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto

duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for

any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of

Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required

for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and any other Persons whose beneficial ownership

of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange

Act (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation

(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and

its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon

(i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution

Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,

without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation

contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding

sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange

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

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

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

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

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

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

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

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

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

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

of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock

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

and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective

until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes

or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply

to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

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

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

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

effective date in the case of a subdivision, combination or re-classification.

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

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

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

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

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

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that

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

then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of

Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for

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

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

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

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

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

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

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

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

shares of Common Stock or 50% or more of the voting power of the outstanding common equity of the Company, (iv) the Company, directly

or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock

or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,

cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares

of Common Stock or 50% or more of the voting power of the outstanding common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

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

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

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

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

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if

later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying

to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant

on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction

is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be

entitled to receive from the Company or any Successor Entity, as of the date of the consummation of such Fundamental Transaction, the

same type or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of this

Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction,

whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given

the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction,

such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the

Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value

of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as

of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable

contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to 100%, (C) the underlying price per

share used in such calculation shall be the greater of (i) the closing VWAP on the Trading Day immediately prior to the Trading Day of

the Holder’s request (or the VWAP on the Trading Day of the Holder’s request if such request is made after 4:00 pm New York

City time) pursuant to this Section 3(d) and (ii) the sum of the price per share being offered in cash, if any, plus the value of

any non-cash consideration, if any, being offered in such Fundamental Transaction, (D) a remaining option time equal to the time

between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, and (E)

a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other

consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental

Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the

“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction

Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

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

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

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

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

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

stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation

of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any

such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from

and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction

Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,

jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right

and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company

prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity

or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled

to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common

Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

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

Notice to Holder.

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

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

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

whether or not the Company provides any such notice, each Holder shall only be required to pay the adjusted Exercise Price with respect

to such exercise, regardless of whether a Holder accurately refers to such price in any Notice of Exercise. If the aggregate Exercise

Price paid by the Holder exceeds the amount that should have been paid based on the adjusted Exercise Price, the Company shall promptly

return any excess aggregate Exercise Price to the Holder.

ii.

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

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

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

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

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

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

other securities, cash or property, or any Fundamental Transaction, or (E) the Company shall authorize the voluntary or involuntary dissolution,

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

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

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

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

the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)

the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

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

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

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

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

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

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

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

expressly set forth herein.

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board

of Directors.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

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

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

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

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

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

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

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

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

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

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

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

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

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company or an agent for the Company

for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company

may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

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

Section

5. Miscellaneous.

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

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

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

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

required to net cash settle an exercise of this Warrant.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

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

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

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve and keep available from its authorized and unissued

Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights

under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who

are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company

will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without

violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be

duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect

of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

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

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

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

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

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

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

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

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

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

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

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

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

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

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

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

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

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

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

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

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

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable and documented attorneys’ fees, including those of appellate proceedings,

incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies

hereunder.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight

courier service, addressed to the Company, at 18390 NE 68th St, Redmond, WA 98052, Attention: General Counsel, email address: legal@microvision.com,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

or by creditors of the Company.

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

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

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

be enforceable by the Holder or holder of Warrant Shares.

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

be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the

other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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

a part of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

MicroVision,

Inc.

By:

Name:

Title:

NOTICE

OF EXERCISE

To:

MICROVISION, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

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

(2)

Payment shall take the form of (check applicable box):

[ ]

in lawful money of the United States; or

[ ]

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: ________________________________

EX-5.1

Filename: ex5-1.htm · Sequence: 4

Exhibit

5.1

ROPES

& GRAY LLP

PRUDENTIAL

TOWER

800 BOYLSTON

STREET

BOSTON,

MA 02199-3600

WWW.ROPESGRAY.COM

August

17, 2026

MicroVision,

Inc.

18390

NE 68th Street

Redmond,

WA 98052

Re:

Registration Statement on Form S-3 (File No. 333-297430)

Ladies

and Gentlemen:

have acted as counsel to MicroVision, Inc., a Delaware corporation (the “Company”), in connection with its entry into

the Securities Purchase Agreement, dated August 14, 2026, among the Company and the investors party thereto (the “Securities Purchase

Agreement”) and the Placement Agency Agreement, dated August 14, 2026, between the Company and WestPark Capital, Inc. (the “Placement

Agency Agreement”), pursuant to which the Company will issue and sell (i) 6,800,000 shares (the “Shares”) of the Company’s

common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants to purchase 6,800,000 shares of Common Stock

(the “Warrants”), pursuant to the above-referenced registration statement (the “Registration Statement”), the

base prospectus included therein (the “Base Prospectus”) and the prospectus supplement dated August 14, 2026 (collectively

with the Base Prospectus, the “Prospectus”) filed with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Common Stock underlying the Warrants are

referred to herein as the “Warrant Shares.” The Shares, the Warrants and the Warrant Shares are covered by the Registration

Statement. We understand that the Shares, the Warrants and the Warrant Shares are to be offered and sold in the manner set forth in the

Prospectus.

connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact

and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting

such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials

and other appropriate persons.

The

opinions expressed below are limited to the Delaware General Corporation Law.

Based

upon and subject to the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, when issued and paid for

as described in the Prospectus, will be validly issued, fully paid and non-assessable, (ii) provided that the Warrants have been duly

executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, the Warrants, when issued

and sold as described in the Prospectus, assuming a sufficient number of Warrant Shares are at the time available for issuance, will

be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement

thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’

rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law

or in equity) and implied covenants of good faith and fair dealing, and (iii) the Warrant Shares, when issued upon exercise or exchange

of the Warrants in accordance with their terms, will have been duly authorized and validly issued and will be fully paid and non-assessable.

hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration

Statement and to the use of our name under the caption “Legal Matters” in the Prospectus contained therein. In giving such

consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act,

or the rules and regulations of the Commission thereunder.

Very

truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 5

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2026, between MicroVision, Inc., a Delaware

corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors

and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

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

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a

day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Common

Warrants” means, collectively, the common stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and shall expire five (5) years from the initial exercise

date, in the form of Exhibit C attached hereto.

“Common

Warrant Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants.

“Company

Counsel” means Ropes & Gray LLP, with offices located at Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“EGS”

means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock, restricted stock units or options to employees, consultants (provided

that any issuances of shares of Common Stock to consultants are issued as “restricted securities” and carry no registration

rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section

4.11), officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of

the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established

for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities

issued hereunder, and securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible

into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended

since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion

price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities

issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, 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 during the prohibition period in Section 4.11(a) herein,

and 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 synergistic 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 and (d) up to $200,000.00

of Securities, less the aggregate Subscription Amount hereunder, issued to other purchasers pursuant to the Prospectus Supplement concurrently

with the Closing at the Per Share Purchase Price.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“IP

Counsel” means the Company’s in-house intellectual property and patent counsel.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers

of the Company, in the form of Exhibit A attached hereto.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per

Share Purchase Price” equals $2.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement, provided that the purchase price per

Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.001.

“Person”

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

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

“Placement

Agent” means WestPark Capital, Inc.

“Pre-Funded

Warrant” means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the

form of Exhibit B attached hereto.

“Pre-Funded

Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

“Preliminary

Prospectus” means the preliminary prospectus supplement relating to the Shares and Warrants and filed with the Commission pursuant

to Rule 424(b) together with the Prospectus and Permitted Free Writing Prospectus.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final base prospectus included in the Registration Statement.

“Prospectus

Supplement” means the final prospectus supplement relating to the Shares and Warrants together with the Prospectus and any

Permitted Free Writing Prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means, collectively, the various parts of the effective registration statement prepared by the Company on Form S-3

(File No. 333-297430) with respect to the Securities, each as amended as of the date hereof, including the Prospectus, Preliminary Prospectus

and Prospectus Supplement, and all exhibits filed with or incorporated by reference into such registration statement, and includes any

Rule 462(b) Registration Statement.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

462(b) Registration Statement” means any registration statement prepared by the Company registering additional Securities,

which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated

by the Commission pursuant to the Securities Act.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”

means the Shares, the Warrants and the Warrant Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Common Warrants purchased hereunder as

specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”

in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of Pre-Funded

Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised).

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Warrants, the Lock-Up Agreement, all exhibits and schedules thereto and hereto and any

other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with offices located at 28 Liberty Street,

Floor 53, New York, New York, and any successor transfer agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).

“Warrants”

means, collectively, the Common Warrants and Pre-Funded Warrants.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE

II.

PURCHASE AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the

Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $16,800,000 of Shares and Common Warrants; provided,

however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s

Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially

own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser

may elect to purchase Pre-Funded Warrants. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election

of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of the Securities on the Closing Date. Unless otherwise directed by the Placement Agent, each Purchaser’s Subscription Amount as

set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement

with the Company or its designee. The Company shall deliver to each Purchaser its respective Securities as determined pursuant to Section

2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely by electronic transfer of the Closing

documentation. Each Purchaser acknowledges that, concurrently with the Closing and pursuant to the Prospectus Supplement, the Company

may sell up to $200,000 of additional Securities to purchasers not party to this Agreement, less the aggregate Subscription Amount to

this Agreement, and will issue to such purchasers such Securities at the same Per Share Purchase Price. Unless otherwise directed by

the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the

Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer

Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent

shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent

(or its clearing firm) by wire transfer to the Company). Upon receipt by the Company of the proceeds specified above, the Company shall

deliver to each Purchaser its accompanying Warrants. Notwithstanding anything herein to the contrary, if at any time on or after the

time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to

the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to

be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall,

automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound

to purchase and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares at the Closing; provided, that

the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the

purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the

forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such

Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser

shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein

and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser

(and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates)

at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess

of 9.99% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”),

and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately

prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the

extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum,

such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. Notwithstanding

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

time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver

the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the

Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

on the date hereof, this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory

to the Placement Agent and the Purchasers;

(iii)

a legal opinion of IP Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the

Placement Agent and the Purchasers;

(iv)

subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions;

(v)

subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an

expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to

such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(vi)

on the date hereof, the duly executed Lock-Up Agreements;

(vii)

a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such

Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $2.50, subject to adjustment therein;

(viii)

for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase

up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded

Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;

and

(ix)

the Preliminary Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

On the date hereof, this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the

Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing with respect to each Purchaser are subject to the following conditions

being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)

when made and on the Closing Date of the representations and warranties of such Purchaser contained herein (unless as of a specific date

therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified

by materiality, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been

performed in all material respects; and

(iii)

the delivery by such Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless

as of a specific date therein in which case they shall be accurate in all material respects, or to the extent representations or warranties

are qualified by materiality or Material Adverse Effect, in all respects as of such date);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and

(vi)

the Company shall have filed with the principal Trading Market a Listing of Additional Shares notice form for the listing of the Shares

and the Warrant Shares and shall not have received any objection to such notice from the principal Trading Market.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly

or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued

and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive

and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries

or any of them in the Transaction Documents shall be disregarded.

(b)

Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or

other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned

by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)

of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the Company is a party

has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,

will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notices and/or

application(s) to each applicable Trading Market for the issuances and sale of the Securities and listing of the Shares and the Warrant

Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable

state securities laws (collectively, the “Required Approvals”).

(f)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with

the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Warrants, when paid for and issued in accordance with this Agreement, will constitute valid and binding obligations

of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally and subject to general principles

of equity. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Warrants, will be validly issued,

fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital

stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and upon exercise of the Warrants. The Securities

are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights

granted by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been

duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration

Statement, Preliminary Prospectus and the Prospectus Supplement. The Company has prepared and filed the Registration Statement in conformity

with the requirements of the Securities Act, which became effective on July 15, 2026 (the “Effective Date”), including

the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration

Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement

or suspending or preventing the use of the Prospectus, Preliminary Prospectus or the Prospectus Supplement has been issued by the Commission

and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company,

if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At

the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date,

the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the

Securities Act and did not and 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 the Prospectus, Preliminary Prospectus or the Prospectus

Supplement and any amendments or supplements thereto, at the time the Prospectus, Preliminary Prospectus or the Prospectus Supplement

or any amendment or supplement thereto, as applicable, was issued and at the Closing Date, conformed and will conform in all material

respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to

state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible

to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities

being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.1

of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the end of the period covered by its most recently filed periodic report

under the Exchange Act was set forth in such periodic report. The Company has not issued any securities since its most recently filed

periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock

option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant

to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under

the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set

forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person

any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments,

understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock

or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company

or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding

securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset

price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities

or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,

understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such

Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar

plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and

nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued

in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company

conform in all material respects to all statements relating thereto contained in the Registration Statement, the Preliminary Prospectus

and the Prospectus Supplement. No further approval or authorization of any stockholder, the Board of Directors or others is required

for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with

respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any

of the Company’s stockholders.

(h)

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, Preliminary

Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely

basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such

extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act

and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The

financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements

and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have

been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except

that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial

position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows

for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements

and documents described in the Registration Statement, the Preliminary Prospectus, the Prospectus Supplement, and the SEC Reports conform

in all material respects to the descriptions thereof contained therein. Each agreement or other instrument (however characterized or

described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration

Statement, the Preliminary Prospectus, the Prospectus Supplement or the SEC Reports, or (ii) is material to the Company’s business,

has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable

against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such

enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,

(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and

(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses

and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been

assigned by the Company, and, neither the Company nor, to the Company’s actual knowledge any other party is in default thereunder

and, to the Company’s actual knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would

constitute a default thereunder. To the Company’s actual knowledge, performance by the Company of the material provisions of such

agreements or instruments will not result in a violation of any existing Applicable Law or order or decree of any Governmental Authority

or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,

those relating to environmental laws and regulations.

(i)

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included

within the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that

would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made

that has not been publicly disclosed. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not:

(i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid

any dividend or made any other distribution on or in respect to its capital stock.

(j)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of

the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,

arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an

“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction

Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material

Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action

involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has

not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the

Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending

the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any credit facility,

indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties

is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court,

arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any

governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection,

occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or

could not reasonably be expected to result in a Material Adverse Effect.

(m)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating

to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface

strata), including 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 (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where in each of clause (i),

(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,

except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them

and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,

in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, with such

exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property

and buildings by the Company or any of its Subsidiaries.

(p)

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all material patents, patent applications,

trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual

property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC

Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).

None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property

Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the

date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements

included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate

or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.

To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another

Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect

the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge that it lacks or will be

unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business as described

in the SEC Reports.

(q)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,

but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company

nor any Subsidiary has any 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 without a significant increase

in cost.

(r)

Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company

or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to

any transaction with the Company or any Subsidiary (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, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director

or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other

employee benefits, including stock option agreements under any stock option plan of the Company.

(s)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with

any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any

and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of

the Closing Date. The Company and the Subsidiaries maintain 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 GAAP and to maintain asset accountability,

(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded

accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate

action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures

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

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

Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The

Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the

Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying

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

the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange

Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control

over financial reporting of the Company and its Subsidiaries.

(t)

Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions

are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no

obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u)

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,

will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities

Act of any securities of the Company or any Subsidiary.

(w)

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and

the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth in the SEC Reports, the Company is in compliance with the applicable listing requirements of each

Trading Market on which the Common Stock is currently listed or quoted, and the Company has not, in the 12 months preceding the date

hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company

is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe

that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common

Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation

and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in

connection with such electronic transfer.

(x)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the

laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company

fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of

the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Preliminary Prospectus or the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely

on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf

of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated

hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary

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

acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated

hereby other than those specifically set forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market

on which any of the securities of the Company are listed or designated.

(aa)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds

the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known

contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its

business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured

and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes

of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb)

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income

and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)

has 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 and (iii) has set aside on its books provision reasonably adequate for the payment of all material

taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no

basis for any such claim.

(cc)

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any

agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful

payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate

funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd)

Accountants. The Company’s accounting firm is as set forth in the SEC Reports. To the knowledge and belief of the Company,

such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with

respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2026.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been

asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the

Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for

any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,

Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may

negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers

may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation,

during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging

activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time

that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute

a breach of any of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(hh)

Reserved.

(ii)

Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(jj)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any

Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) except for those that have been remedied without material cost or liability or the duty to

notify any other person, nor any incidents under internal review or investigations relating to the same and (y) the Company and the Subsidiaries

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

breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in material compliance with

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

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

of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in

the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable

safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security

of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent

with industry standards and practices.

(kk)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years

were, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,

storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company

provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives as required

by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy

practices relating to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices,

as required by Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number,

email address, photograph, social security 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 GDPR; and (iv) 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 identifiable data related to an identified person’s health or sexual

orientation. (i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive in

violation of any Privacy Laws and (ii) the execution, delivery and performance of the Transaction Documents will not result in a breach

of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice

of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the

Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation

or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order,

decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability

under any Privacy Law.

(ll)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,

officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

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

(mm)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(nn)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity

of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(oo)

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance

with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,

threatened.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation

of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right

to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities

laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each

date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),

(a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Preliminary Prospectus, Prospectus

Supplement, Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity

to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms

and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information

about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable

it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire

without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such

Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser

with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement

Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent

and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided

to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has

acted as a financial advisor or fiduciary to such Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received definitive pricing terms (written or oral) from the Company or any other Person representing the Company setting forth

the definitive pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with

respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered

by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without

limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained

the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or

preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to

cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant

to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any

subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available

for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration

statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again

and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability

of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities

laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance

or resale of the Warrant Shares effective during the term of the Warrants.

4.2

Furnishing of Information. Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration

of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and

file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange

Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction

unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including,

without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any

of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each

Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and

neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior

consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect

to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required

by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser

in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except

(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to

the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with

prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5

Stockholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.7

Use of Proceeds. The Preliminary Prospectus and Prospectus Supplement, the Company shall use the net proceeds from the sale of

the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the

Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),

(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in

violation of FCPA or OFAC regulations.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify, to the fullest extent

permitted by applicable law, and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers,

employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and

Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners, investment managers or employees

(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any

other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities,

obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and

reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating

to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the

other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective

Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions

contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may

have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel reasonably acceptable to the Purchaser Party or (iii) in such action there

is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position

of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such

separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party

effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,

but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations

made by a Purchaser Party in this Agreement or the other Transaction Documents. The indemnification required by this Section 4.8 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 are incurred, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Company shall not, without

the prior written consent of the Purchaser Party, effect any settlement of any pending or threatened action or proceeding in respect

of which any Purchaser Party is or could have been a party and indemnity could have been sought hereunder by such Purchaser Party, unless

such settlement includes an unconditional release of such Purchaser Party from all liability on claims that are the subject matter of

such proceeding and does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of

any Purchaser Party. The indemnification required by this Section 4.8 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 are incurred. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities

the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep

available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.10

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such

Trading Market; provided that the Company may apply to list its Common Stock to be traded on another Trading Market. The Company further

agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application

all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to

be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary

to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s

reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility

of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,

without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection

with such electronic transfer.

4.11

Subsequent Equity Sales.

(b)

From the date hereof until forty-five (45) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration

statement on Form S-8 in connection with any employee benefit plan.

(c)

From the date hereof until forty-five (45) days after the Closing Date, the Company shall be prohibited from effecting or entering into

an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which

the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include

the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price

that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial

issuance of such debt or equity securities, 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 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 Stock or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the

Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been

issued and regardless of whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief

against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(d)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to such Transaction Document. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed

to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the

contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that

it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent,

including without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect

to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this

Agreement.

4.14

Capital Changes. Until one (1) year after the Closing Date, the Company shall not undertake a reverse or forward stock split or

reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares

and Pre-Funded Warrants other than a reverse stock split that is required, in the good faith determination of the Board of Directors,

to maintain the listing of the Common Stock on the Trading Market.

4.15

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek

specific performance of the terms of such Lock-Up Agreement.

4.16

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required

of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to

exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,

conditions and time periods set forth in the Transaction Documents.

4.17

Payment of Debt. The Company agrees from the date of Closing until forty-five (45) days after the Closing Date, the Company shall

not make any additional repayments on any outstanding amount of the Company’s currently outstanding senior secured convertible

notes maturing on March 1, 2028, issued to High Trail Special Situations LLC and High Trail Special Situations II LLC as of the date

hereof.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice

delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus, Preliminary Prospectus

and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof

and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have

been merged into such documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded

Warrant Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in

the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification

or waiver disproportionately and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted

Purchaser (or multiple Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement

of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and

covenants of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This

Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section

5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient

venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file (including any electronic signature covered by the U.S. federal ESIGN Act of 200, Uniform Electronic

Transaction Act, the Electronic Signatures and Records Act, or other applicable law, e.g. www.docusign.com), such signature shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and

effect as if such “.pdf” signature page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission

of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded

exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and

the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance

of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company

has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because

it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in

this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and

the Purchasers collectively and not between and among the Purchasers.

5.18

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19

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

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

Day.

5.20

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.21

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

MicroVision,

Inc.

Address for Notice:

By:

8390 NE 68th St.

Name:

Drew G. Markham

Redmond, WA 98052

Title:

Senior Vice President, General Counsel & Secretary

E-mail:

Attention: General Counsel

With

a copy to (which shall not constitute notice):

Ropes

& Gray LLP

Attn:

Thomas Fraser

800

Boylston Street Boston, MA 02199

Email:

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO MVIS SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory:_________________________________________

Address

for Notice to Purchaser:

Address

for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

Pre-Funded

Warrant Shares: _______________ Beneficial Ownership Blocker: ☐ 4.99% or ☐ 9.99%

Common

Warrant Shares: _______________ Beneficial Ownership Blocker: ☐ 4.99% or ☐ 9.99%

EIN

Number: ____________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated

by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any

agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be

an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or

the like or purchase price (as applicable) to such other party on the Closing Date.

EX-99.1

Filename: ex99-1.htm · Sequence: 6

Exhibit

99.1

MicroVision

Announces Launch of Proposed Public Offering

REDMOND,

Wash., Aug. 13, 2026 – MicroVision, Inc. (NASDAQ: MVIS) (“MicroVision” or “Company”), a leader in advanced

perception solutions for industrial, security and defense, and automotive applications, today announced that it has commenced a public

offering, subject to market and other conditions, to offer and sell units, consisting of (i) one share of common stock (or pre-funded

warrant in lieu thereof) and (ii) one warrant to purchase one share of common stock. All of the shares of common stock, pre-funded warrants

and accompanying warrants are being offered by MicroVision.

The

final terms of the offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether

or when the offering may be completed, or as to the actual size or terms of the offering.

WestPark

Capital, Inc. is acting as exclusive placement agent for the offering on a reasonable best-efforts basis. MicroVision expects to use

the net proceeds from the offering for general corporate purposes, including working capital and capital expenditures.

The

securities described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-297430), which was declared

effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2026. The offering is being made only by means

of a prospectus which is a part of the effective registration statement. A preliminary prospectus related to the offering will be filed

with the SEC on August 13, 2026. Copies of the preliminary prospectus supplement and accompanying prospectus, when available, will be

filed with the SEC and may be obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, California 90067.

Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC

at http://www.sec.gov.

Disclosures

This

press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale

of any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration

or qualification under the securities laws of any such state or other jurisdiction.

About

MicroVision

is defining the next generation of lidar-based perception solutions for industrial, security & defense, and automotive markets. As

the industry moves beyond proof of concept toward value, deployment, and commercialization, MicroVision delivers integrated hardware

and software solutions designed for real-world performance, automotive-grade reliability, and economic scalability. With engineering

centers in the U.S. and Germany, MicroVision leads the industry in depth and breadth of its portfolio, with both short- and long-range

lidar solutions, featuring solid-state sensors with varying wavelengths, advanced sensor architectures, design-to-cost engineering, and

open software solutions.

MicroVision,

MOSAIK, MOVIA, IRIS, and SENTINEL are trademarks of MicroVision, Inc. in the United States and other countries. All other trademarks

are the properties of their respective owners.

Forward-Looking

Statements

Certain

statements contained in this release, including statements relating to conducting the offering, the competition of the offering or use

of proceeds, the ability to satisfy closing conditions related to the offering and the overall timing and completion of such closing,

and expectations for increases or decreases in expenses and are forward-looking statements that involve a number of risks and uncertainties

that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results

to differ materially from those projected in such forward-looking statements include the risk of MicroVision’s ability to operate

with limited cash or to raise additional capital when needed; market acceptance of its technologies and products; the failure of its

commercial partners to perform as expected under its agreements; its financial and technical resources relative to those of its competitors;

its ability to keep up with rapid technological change; government regulation of its technologies; its ability to enforce its intellectual

property rights and protect its proprietary technologies; the ability to obtain customers and develop partnership opportunities; the

timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products;

dependence on third parties to develop, manufacture, sell and market its products; potential product liability claims; its ability to

maintain its listing on The Nasdaq Stock Market, and other risk factors identified from time to time in the Company’s SEC reports,

including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the SEC. These

factors are not intended to represent a complete list of the general or specific factors that may affect the Company. It should be recognized

that other factors, including general economic factors and business strategies, may be significant, now or in the future, and the factors

set forth in this release may affect the Company to a greater extent than indicated. Except as expressly required by federal securities

laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,

future events, changes in circumstances or any other reason.

Investor

Relations Contact

Jeff

Christensen

Darrow Associates Investor Relations

MVIS@darrowir.com

Media

Contact

Heidi

Davidson - For MicroVision

heidi@galvanizeworldwide.com

(914) 441-6862

EX-99.2

Filename: ex99-2.htm · Sequence: 7

Exhibit

99.2

MicroVision

Announces Pricing of $17.0 Million Public Offering

REDMOND,

Wash., Aug. 14, 2026 – MicroVision, Inc. (NASDAQ: MVIS) (“MicroVision” or “Company”), a leader in advanced

perception solutions for industrial, security and defense, and automotive applications, today announced the pricing of its public offering

of an aggregate of 6,800,000 units, at a public offering price of $2.50 per unit, consisting of (i) one share of common stock and (ii)

one warrant to purchase one share of common stock, immediately exercisable at a price of $2.50 per share and expiring five years from

the date of issuance.

The

gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected

to be approximately $17.0 million. MicroVision expects to use the net proceeds from the offering for general corporate purposes,

including working capital and capital expenditures.

WestPark

Capital, Inc. is acting as exclusive placement agent for the offering. The offering is expected to close on or around August 17, 2026.

The

securities described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-297430), which was declared

effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2026. The offering is being made only by means

of a prospectus which is a part of the effective registration statement. A preliminary prospectus related to the offering has been filed

with the SEC. Copies of the final prospectus, when available, will be filed with the SEC and may be obtained from WestPark Capital, Inc.,

1800 Century Park East, Suite 220, Los Angeles, California 90067. Electronic copies of the preliminary prospectus supplement and accompanying

prospectus will also be available on the website of the SEC at http://www.sec.gov.