Form 8-K

8-K — iSpecimen Inc.

Accession: 0001213900-26-086768

Filed: 2026-08-07

Period: 2026-08-05

CIK: 0001558569

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301006-8k_ispecimen.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea030100601ex4-1.htm)

EX-10.1 — FORM OF PLACEMENT AGENCY AGREEMENT (ea030100601ex10-1.htm)

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT (ea030100601ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 6, 2026, ANNOUNCING THE PRICING OF THE OFFERING (ea030100601ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED AUGUST 7, 2026, ANNOUNCING THE CLOSING OF THE OFFERING (ea030100601ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0301006-8k_ispecimen.htm · Sequence: 1

false

0001558569

2026-08-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 5, 2026

iSpecimen

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-40501

27-0480143

(State

or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

8 Cabot

Road, Suite 1800

Woburn, MA 01801

(Address of principal

executive offices, including zip code)

Registrant’s

telephone number, including area code: (781) 301-6700

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 $0.0001 per share

ISPC

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

August 5, 2026, iSpecimen Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”)

with E.F. Hutton & Co. (the “Placement Agent”), and a securities purchase agreement (the “Purchase Agreement”)

with investors in connection with which the Company agreed to issue and sell, in a “reasonable best efforts” public

offering (the “Offering”) (i) 996,231 shares (the “Shares”) of the Company’s common stock, par

value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase up to 2,849,923 shares of Common Stock

(the “Pre-Funded Warrants”) for an aggregate purchase price of $5,000,000 (or $5,000,285 assuming the full exercise of the Pre-Funded Warrants), before deducting placement agent fees and

other offering expenses. As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement

Agent a cash fee of 4.0% of the aggregate gross proceeds plus reimbursement of certain expenses and legal fees and a 1% non-accountable

expense allowance. The Company intends to use the proceeds of the offering for repayment of outstanding liabilities, potential acquisitions

of assets or investments in businesses, products and technologies, and for marketing and advertising services. The remainder of the proceeds

will be used for working capital purposes.

The

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

customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the purchasers in the Offering,

as the case may be, and other obligations of the parties and termination provisions.

The

Offering closed on August 7, 2026. The securities sold in the Offering were offered and sold pursuant to a registration statement on Form

S-1 (File No. 333-297001), which was filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2026,

and subsequently declared effective by the Commission on July 30, 2026.

The

foregoing description of the material terms of the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrant is not

complete and is qualified in its entirety by reference to the full text of the form of Placement Agency Agreement, Purchase Agreement

and Pre-Funded Warrant, copies of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and

are incorporated herein by reference.

Item

7.01 Regulation FD Disclosure

August 6, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as

Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. On August 7, 2026, the Company

issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Current

Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Pre-Funded Warrant

10.1

Form of Placement Agency Agreement

10.2

Form of Securities Purchase Agreement

99.1

Press Release dated August 6, 2026, announcing the pricing of the Offering

99.2

Press Release dated August 7, 2026, announcing the closing of the Offering

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Dated:

August 7, 2026

iSPECIMEN INC.

By:

/s/

Katharyn Field

Name:

Katharyn

Field

Title:

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea030100601ex4-1.htm · Sequence: 2

Exhibit 4.1

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

iSpecimen Inc.

Warrant Shares: _______ Initial Exercise Date: ______, 2026

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon

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

above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not

thereafter, to subscribe for and purchase from iSpecimen Inc., a Delaware corporation (the “Company”), up to ______ shares

(as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 (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.

“Business Day” means any day

other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain

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

due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or

restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic

funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers

on such day.

“Commission” means the United

States Securities and Exchange Commission.

“Common Stock” means the common

stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified

or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act” means the Securities

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

“Person” means an individual

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

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

“Purchase Agreement” means

the securities purchase agreement, dated as of _____, 2026, by and between the Company and each of the purchasers signatory thereto.

“Registration Statement” means

the Company’s registration statement on Form S-1 (File No. 333-297001).

“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 Broadridge

Corporate Issuer Solutions LLC, the current transfer agent of the Company, with a mailing address of 51 Mercedes Way, Edgewood, NY 11717,

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 (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 pre-funded Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

a) Exercise of Warrant. Exercise

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

Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment)

of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the

date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable

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

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all

of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant

to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered

to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available

hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable

number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and

the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of

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

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

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

b) Exercise Price. The aggregate

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

prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per

Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be

entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason

whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder

(the “Exercise Price”).

c) Cashless Exercise. This Warrant

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

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

(A) = as applicable: (i) the VWAP on

the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and

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

hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated

under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock on the principal Trading Market as reported

by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such

Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter

(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof,

or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice

of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such

Trading Day;

(B) = the Exercise Price of this Warrant,

as adjusted hereunder; and

(X) = the number of Warrant Shares that

would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash

exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless

exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take

on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section

2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise.

The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the

account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal

at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration

statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being

exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register

in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise

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

of the aggregate Exercise Price to the Company (if applicable), and (ii) the number of Trading Days comprising the Standard Settlement

Period, in each case (i) or (ii), 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 by the Warrant

Share Delivery Date. 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), $5

per Trading Day (increasing to $10 per Trading Day on the fifth (5th) 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 4:00 p.m. (New York City time) one Trading

Day prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the

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

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

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

ii. Delivery of New Warrants Upon Exercise.

If this Warrant shall have been exercised in part, the Company shall, at the request of 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, and if after such date the Holder is required by its broker to purchase (in

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

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

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

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

of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price

at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the

portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall

be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving

rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay

the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the

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

v. No Fractional Shares or Scrip. No

fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share

which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment

in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance

of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the

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

in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant

Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by

the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a

sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day

processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing

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

vii. Closing of Books. The Company will

not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations.

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

pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable

Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the

Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of

the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially

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

of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would

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

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

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

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

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

Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing

to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any

schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the

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

and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission

of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to

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

in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy

of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with

Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining

the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in

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

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares

of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) 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%][9.99%] of the number of shares of Common Stock outstanding immediately

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

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

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

of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any

increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial

Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If

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

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

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

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

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

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

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

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

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

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

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

or re-classification.

b) Subsequent Rights Offerings.

In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents

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

(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the

aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable

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

Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,

issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such

Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate

in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During

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

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

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

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

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

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

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

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

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

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

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

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

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

d) Fundamental Transaction. If,

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

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

any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company

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

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

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

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

related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange

pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company,

directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or

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

50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent

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

immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in

Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section

3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations. All calculations

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

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

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

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever

the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email

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

forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder.

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

a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders

of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the

approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation

or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets,

or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall

authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company

shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company,

at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which

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

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

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

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

exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

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

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

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

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

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

except as may otherwise be expressly set forth herein.

g) 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 of the Company.

Section 4. Transfer of Warrant.

a) Transferability. This Warrant

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

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

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

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

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

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

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

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

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

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

b) New Warrants. This Warrant may

be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice

specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject

to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and

deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All

Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except

as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company

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

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

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

to the contrary.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise;

No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder

of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting

any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments

pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this

Warrant.

b) Loss, Theft, Destruction or Mutilation

of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,

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

of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond),

and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant

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

c) Saturdays, Sundays, Holidays, etc..

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading

Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized Shares.

The Company covenants that, during the period

the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for

the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its

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

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

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

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

the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant

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

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

occurring contemporaneously with such issue).

Except and to the extent as waived or consented

to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through

any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in

the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder

as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the

par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,

(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable

Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions

or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations

under this Warrant.

Before taking any action which would result in

an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain

all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having

jurisdiction thereof.

e) Governing Law. All questions

concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced

in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party

agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant

(whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees

or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably

submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof

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

to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party

shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding

shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such action or proceeding.

f) Restrictions. The Holder acknowledges

that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise,

will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course

of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise

prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on

the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with

any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as

shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of

appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,

powers or remedies hereunder.

h) Notices. Any and all notices

or other communications or deliveries to be provided by the 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 8 Cabot Road, Suite 1800, Woburn, MA 01801, Attention: Katharyn Field, Chief Executive Officer, email address: [●], 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.

i) Limitation of Liability. No provision

hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration

herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common

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

j) Remedies. The Holder, in addition

to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its

rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason

of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific

performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject

to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding

upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant

are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of

Warrant Shares.

l) Amendment. Other than Section

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

hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

m) Severability. Wherever possible,

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

of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition

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

n) Headings. The headings used in

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this

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

iSpecimen Inc.

By:

Name:

Katharyn Field

Title:

Chief Executive Officer

NOTICE OF EXERCISE

To: iSpecimen 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

☐ 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 exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name: _______________________________ (Please

Print)

Address: _______________________________ (Please

Print)

Phone Number: _______________________________

Email Address: _______________________________

Dated: _______________ __, ______

Holder’s Signature: ________________________________

Holder’s Address: _________________________________

EX-10.1 — FORM OF PLACEMENT AGENCY AGREEMENT

EX-10.1

Filename: ea030100601ex10-1.htm · Sequence: 3

Exhibit 10.1

PLACEMENT AGENCY AGREEMENT

[*], 2026

E.F. Hutton & Co.

745 Fifth Avenue, 34th Floor & PH

New York, NY 10151

Ladies and Gentlemen:

This letter (the “Agreement”) constitutes

the agreement between E.F. Hutton & Co. (“EF Hutton” or the “Placement Agent”) and iSpecimen Inc., a Delaware

corporation (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on

a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the

“Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and/or, in lieu

of Shares, pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) to certain investors whose purchase

of Shares would otherwise result in beneficial ownership in excess of the applicable beneficial ownership limitation (the shares of Common

Stock issuable upon exercise of the Pre-Funded Warrants, the “Warrant Shares”; and the Shares, the Pre-Funded Warrants and

the Warrant Shares, collectively, the “Securities”), to be sold by the Company directly to various investors (each, an “Investor”

and, collectively, the “Investors”). 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”),

shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for the Securities

will be 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.

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-1 (File No. 333-297001) (and including any registration statement prepared and filed by the Company in

accordance with Rule 462(b) under the Securities Act) (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 or any Investor or impose any obligation on the Company with respect to any

prospective offer to purchase Securities, issuance of Securities or completion of the Placement, 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 one or more closings (each a “Closing”

and the date on which each Closing occurs, a “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 (or accounts)

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 its clearing firm) by wire transfer to the Company. As

compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the consideration set forth below:

(i) a cash fee equal to 4.0% of the

aggregate gross proceeds received by the Company from the sale of the Securities at such Closing (the “Cash Fee”); and

(ii) a non-accountable expense allowance

equal to 1.0% of the aggregate gross proceeds received by the Company from the sale of the Securities at such Closing (the “Non-Accountable

Expense Fee”).

The foregoing fees are due and payable to the

Placement Agent immediately upon each Closing of the Offering and shall be disbursed to the Placement Agent simultaneously with the delivery

of the proceeds of the Offering to the Company via wire transfer of immediately available funds pursuant to the flow of funds for such

Closing.

(b) The term of the Placement Agent’s exclusive

engagement (the “Term”) will be as set forth in the Engagement Letter (as defined below). Notwithstanding anything to the

contrary contained herein, the provisions concerning the payment of fees, the reimbursement of expenses, the Tail (as defined below),

, indemnification and contribution, confidentiality, 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 and Section 6 hereof, in each case which are permitted

to be reimbursed under Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(5)(A), will survive any expiration or

termination of this Agreement. Notwithstanding the foregoing, the Company shall have the right to terminate this Agreement for cause in

compliance with FINRA Rule 5110(g)(5)(B)(i), and the exercise of such right of termination for cause shall eliminate the Company’s

obligations with respect to the provisions relating to the Tail set forth in Sections 1(c) and 1(d), respectively. 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”).

Offering, or if this Agreement expires or is terminated (other than a termination by the Company for cause in compliance with FINRA Rule

5110(g)(5)(B)(i)), the Placement Agent shall be entitled to the compensation set forth in Section 1(a) hereof, calculated in the manner

set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind (each,

a “Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement

Agent had introduced, directly or indirectly, to the Company during the Term, if such Tail Financing is consummated at any time within

the twelve (12) month period following the expiration or termination of this Agreement (the “Tail Period”). The Company shall

pay such compensation to the Placement Agent upon the closing of any such Tail Financing or the receipt by the Company of any such proceeds.

(d) Reserved.

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 each 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 initially filed on June 24, 2026, as amended, and declared effective on [*], 2026 for the registration of the Securities

under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company

by the 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 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 is hereinafter

called the “Preliminary Prospectus”; and the final prospectus, in the form in which it will be filed with the Commission pursuant

to Rules 430A and/or 424(b) (including the Preliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final

Prospectus.” Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus 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

used herein, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any securities purchase agreement between

the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing

prospectus as defined in Rule 433 of the Securities Act, if any, that the parties hereto shall hereafter expressly agree in writing to

treat as part of the Time of Sale Disclosure Package. 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 Preliminary Prospectus or any prospectus

supplement or intends to commence a proceeding for any such purpose.

(b) Assurances. The Registration

Statement (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 Preliminary

Prospectus 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, and 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, in light of the circumstances under which they were made, not misleading. Except for this Agreement and the

Transaction Documents, there are no contracts or other documents required to be described in the Preliminary Prospectus or Final Prospectus,

or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.

the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each 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 this Agreement 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 Company’s Board of Directors

(the “Board of Directors”) or the Company’s shareholders in connection therewith. 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 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 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) 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, as defined in the Purchase Agreement.

(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) Certain Fees; FINRA Affiliations. Except

as set forth in the Registration Statement and the Prospectus, no brokerage or finder’s fees or commissions are or will be payable

by the Company, any subsidiary or Affiliate of the Company 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. There are no other arrangements,

agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Placement

Agent’s compensation, as determined by FINRA. To the Company’s knowledge, no officer, director or any beneficial owner of

10% or more of the Company’s Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) has any direct or indirect

affiliation or association with any FINRA member participating in the Offering (a “Participating Member”). No proceeds from

the sale of the Securities (excluding Placement Agent compensation as disclosed in the Registration Statement and the Prospectus) will

be paid to any Participating Member, any persons associated with a Participating Member or an affiliate of a Participating Member. The

Company will advise the Placement Agent and its legal counsel, Zarif Law Group P.C. (“Placement Agent Counsel”), if it learns

that any officer, director or owner of 10% or more of the Company’s outstanding Common Stock or Common Stock Equivalents is or becomes

an affiliate or associated person of a Participating Member.

(k) Board of Directors. The Board

of Directors is comprised of the persons set forth under the applicable heading of the Company’s most recent Annual Report on Form

10-K, as updated by the Company’s subsequent filings with the Commission. The qualifications of the persons serving as board members

and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder

applicable to the Company and the rules of The Nasdaq Stock Market LLC (the “Trading Market”). At least a majority of the

persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.

(l) D&O Questionnaires. To the

Company’s knowledge, all information contained in the questionnaires most recently completed by each of the Company’s directors

and officers is true and correct in all respects and the Company has not become aware of any information which would cause the information

disclosed in such questionnaires to become inaccurate and incorrect.

(m) Representations, Warranties and Covenants

Incorporated by Reference. Each of the representations, warranties and covenants (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. Each Closing

shall occur at the offices of the Placement Agent Counsel at 808 Springwood Avenue, Suite 110, Asbury Park, NJ 07712 (or at such other

place as shall be agreed upon by the Placement Agent and the Company, including via remote transmission of Closing documentation and the

Transaction Documents). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold

on such 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. Deliveries of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement

Agent Counsel. All actions taken at a Closing shall be deemed to have occurred simultaneously.

Section 4. 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 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; (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 preventing or suspending the use of the Preliminary Prospectus

or the Final Prospectus or any prospectus supplement or any amendment or supplement thereto, of the suspension of the qualification of

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

purpose; (iii) of the receipt of any comments or request for any additional information from the Commission; and (iv) of the happening

of any event during the period described in this Section 4(a) that, in the judgment of the Company, makes any statement of a material

fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement

or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest

possible moment. 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 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 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 light

of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Incorporated

Documents or any Prospectus 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 or supplement necessary in order to make the statements therein,

in light of the circumstances under which they were made, 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 an issuer 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 an issuer free writing prospectus, and (ii) comply with the requirements of Rules 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 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. Neither

the Company, nor to its knowledge, any of its employees, directors or shareholders, has taken or will take, directly or indirectly, any

action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise,

the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(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 2241(b)(2), 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 as an inducement for the receipt of business or compensation. The Company hereby waives and releases,

to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any conflict

of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may

be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment banking

divisions. The Company acknowledges that the Placement Agent is a full-service securities firm and as such from time to time, subject

to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions

in debt or equity securities of the Company.

(o) Subsequent Equity Sales.

(i) From the date hereof until thirty

(30) days after the Closing Date, neither the Company nor any subsidiary shall (A) issue, enter into any agreement to issue or announce

the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (B) file any registration statement or amendment

or supplement thereto, other than the Prospectus or a registration statement on Form S-8 in connection with any employee benefit plan,

in each case without the prior written consent of the Placement Agent.

(ii) From the date hereof until six

(6) months 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 (A) 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 (1) 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 (2) 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 (B) 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. Any Investor 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.

(iii) Notwithstanding the foregoing,

this Section 4(o) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

An “Exempt Issuance” means the issuance of (A) shares of Common Stock or options to employees, 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/or other 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, exchange

or conversion price of such securities (other than in connection with stock splits or combinations); (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 during the prohibition period in Section 4(o)(i), and provided that any such issuance shall be to

a Person (or to the equityholders of a Person) that 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) securities issued to other Investors participating in the Offering.

(p) Lock-Up Agreements. The Placement

Agent is hereby designated as the sole lock-up release agent with respect to the Lock-Up Agreements, and 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.

(q) FINRA. The Company shall advise

the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director, or 10% or greater shareholder

of the Company, or any Person that received the Company’s unregistered equity securities in the past 180 days, is or becomes an

affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the 60-day period after

the effective date of the Registration Statement.

Section 5. 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 each Closing Date as

though then made, to the timely performance by the Company of its covenants and other obligations hereunder on and as of such dates, and

to each of the following additional conditions:

(a) Accountant’s 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 Bush & Associates CPA LLC 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 FINRA. Each Prospectus (in accordance with Rule 424(b)) and any free writing prospectus 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; all requests for additional information on the part of the Commission shall have been complied

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

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 5.

(d) No Material Adverse Change. Subsequent

to the execution and delivery of this Agreement and prior to each 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 (a “Material Adverse Change”).

(e) Opinion of Counsel for the Company.

The Placement Agent shall have received on each Closing Date the favorable opinion of Sichenzia Ross Ference Carmel LLP, counsel

to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent,

in each case in form and substance satisfactory to the Placement Agent.

(f) Officers’ Certificate. The

Placement Agent shall have received on each 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, the 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 the 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; and (iii) 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 any Material Adverse Change.

(g) Regulatory Certificate. On each

Closing Date, the Placement Agent shall have received a certificate from the Company’s Chief Executive Officer with respect to certain

regulatory matters, dated as of the Closing Date, addressed to the Placement Agent in form and substance satisfactory to the Placement

Agent.

(h) Bring-down Comfort Letters. On

each Closing Date, the Placement Agent shall have received from Bush & Associates CPA LLC, 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 5, except that the

specified date referred to therein for the carrying out of procedures shall be no more than two business days prior to such Closing Date.

(i) Stock Exchange Listing. 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.

(j) Lock-Up Agreements. On or prior

to the date hereof, the Placement Agent shall have received the executed lock-up agreement, in the form attached to the Purchase Agreement

(each, a “Lock-Up Agreement”), from each of the Company’s directors and executive officers and each shareholder holding

5% or more of the Company’s outstanding Common Stock.

(k) Additional Documents. On or

before each 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.

If any condition specified in this Section 5 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 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations and Indemnities to Survive

Delivery) shall at all times be effective and shall survive such termination.

Section 6. Payment of Expenses. The Company

shall be responsible for and pay all expenses relating to the Offering, including, without limitation, all filing fees and communication

expenses relating to the registration of the Securities to be sold in the Offering with the Commission and the filing of the offering

materials with FINRA; all fees and expenses relating to the listing of such Securities on the Trading Market; all fees, expenses and disbursements

relating to background checks of the Company’s officers and directors; all fees, expenses and disbursements relating to the registration

or qualification of such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement

Agent may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the

Placement Agent’s counsel at Closing); all fees and expenses associated with the i-Deal system and NetRoadshow not to exceed $3,000;

the costs of all mailing and printing of the Offering documents, Registration Statements, Prospectuses and all amendments, supplements

and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; the costs of

preparing, printing and delivering certificates representing such Securities; fees and expenses of the transfer agent for such Securities;

stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; and the fees and expenses

of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives.

Upon the Placement Agent’s request, the Company shall provide funds to pay all such fees, expenses and disbursements. For the sake

of clarity, it is understood and agreed that (i) the Company shall be responsible for the Placement Agent’s legal fees, costs and

expenses in connection with the Offering irrespective of whether the Offering is consummated, and (ii) the legal fees, costs and expenses

incurred by the Placement Agent that the Company shall be responsible for shall be up to $80,000 (“Reimbursable Expenses”).

If the Offering is consummated, such Reimbursable Expenses shall be paid from, and deducted against, the gross proceeds of the Offering

at the Closing; if the Offering is not consummated, the Company shall pay such expenses directly to the Placement Agent and any such legal

expenses directly to Placement Agent Counsel, in each case promptly upon presentation of an invoice. The Placement Agent’s legal

counsel shall be a third-party beneficiary of the expense reimbursement obligations set forth in this Section 6.

Section 7. 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 Registration Statement or any Prospectus) 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 impleaded 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.

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 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 8. 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 the 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 9. Notices. All communications

hereunder shall be in writing and shall be mailed, hand delivered, e-mailed or telecopied and confirmed to the parties hereto as follows:

If to the Placement Agent:

E.F. Hutton & Co.

745 Fifth Avenue, 34th Floor & PH

New York, NY 10151

Attention: Anthony Salazar

Email: asalazar@efhutton.com

With a copy (which shall not constitute notice)

to:

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07712

Attention: Morris C. Zarif, Managing Partner

Email: mzarif@zariflg.com

If to the Company:

iSpecimen Inc.

8 Cabot Road, Suite 1800

Woburn, MA 01801

Attention: Katharyn Field, Chief Executive Officer

Email: [●]

With a copy (which shall not constitute notice)

to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Ross D. Carmel, Esq.

Email: [●]

Any party hereto may change the address for receipt

of communications by giving written notice to the others.

Section 10. 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 7 hereof, and to their respective successors and personal representatives, and no other person will have

any right or obligation hereunder.

Section 11. 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 12. Governing Law. This Agreement

will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed

entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement may not be assigned by either party

without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto,

and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement

or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts

of the State of New York or into the Federal court located in New York, New York, and, by execution and delivery of this Agreement, the

Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.

Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action

or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for

notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party

to this Agreement shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party

in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses

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

Section 13. 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, that certain engagement letter,

dated April 14, 2026 (the “Engagement Letter”), between the Company and the Placement Agent shall continue to be effective

and the terms therein shall continue to survive and be enforceable by the Placement Agent in accordance with its terms (including, for

the avoidance of doubt, the provisions therein concerning the Definitive Agreement, Tail, line of credit flat fee (which the parties agree

shall survive termination of the Engagement Letter as though enumerated in Section 6 thereof), expense reimbursement, and indemnification),

provided that, in the event of a direct conflict between the terms of the Engagement Letter and this Agreement, the terms of this Agreement

shall prevail; provided, further, that nothing in this Agreement shall reduce, limit or supersede any role, Financing Fee (including any

allocation) or Reimbursable Expense payable to the Placement Agent under the Engagement Letter. 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’s responsibility to the Company is solely contractual and commercial

in nature, (ii) the Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or

any other person, (iii) the Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iv) the

Placement Agent may have interests that differ from those of the Company. The Company waives to the fullest extent permitted by applicable

law any claims it may have against the Placement Agent arising from a breach or alleged breach of fiduciary duty in connection with the

offering of the Securities.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows]

If 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,

iSpecimen Inc.

By:

Name:

Katharyn Field

Title:

Chief Executive Officer

The foregoing Placement Agency Agreement is hereby

confirmed and accepted as of the date first above written.

E.F. Hutton & Co.

By:

Name:

Duncan B. Swanston

Title:

Supervisory Principal

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.2

Filename: ea030100601ex10-2.htm · Sequence: 4

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”)

is dated as of [*], 2026, between iSpecimen 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 I.

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 second (2nd) Trading Day following the effective date of the

Registration Statement.

“Commission” means the United

States Securities and Exchange Commission.

“Common Stock” means the common

stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified

or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company Counsel” means Sichenzia

Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 26th Floor, New York, New York 10036.

“Disclosure Schedules” means

the Disclosure Schedules of the Company delivered concurrently herewith.

“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.

“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 or options to employees, officers, directors, service providers or vendors 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, provided that

issuances to service providers or vendors of the Company pursuant to this clause (a) shall not exceed an aggregate value of $300,000 in

any calendar year, (b) shares of Common Stock to consultants, advisors, vendors or other service providers in exchange for services and

as approved by the Board of Directors, provided that such shares of Common Stock 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 4.12(a) herein, (c) warrants to the Placement Agent in connection with the transactions pursuant

to this Agreement and any shares of Common Stock upon exercise of the warrants to the Placement Agent, if applicable, and/or shares of

Common Stock upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other 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, (d) 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 4.12(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 (e) up to $[*] of Shares and Pre-Funded Warrants issued to other purchasers pursuant to the Prospectus concurrently with

the Closing at the Per Share Purchase Price, less the aggregate Subscription Amount pursuant to this Agreement.

“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(bb).

“Intellectual Property Rights”

shall have the meaning ascribed to such term in Section 3.1(p).

“Legend Removal Date” shall

have the meaning ascribed to such term in Section 4.1(c).

“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 each of the directors and executive officers of the Company

and each holder of five percent (5%) or more of the Company’s outstanding Common Stock, in the form of Exhibit B 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 $[*], 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 and prior to the Closing Date, provided that the purchase price per Pre-Funded

Warrant shall be the Per Share Purchase Price minus $0.0001.

“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 E.F.

Hutton & Co.

“Pre-Funded Warrants” 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 will expire when exercised in full, in the form of Exhibit A attached

hereto.

“Pre-Funded Warrant Shares”

means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

“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.

“Preliminary Prospectus” means

any preliminary prospectus included in the Registration Statement, as originally filed or as part of any amendment thereto, or filed with

the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act, including all information,

documents and exhibits filed with or incorporated by reference into such preliminary prospectus.

“Pricing Prospectus” means

(i) the Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to [*] a.m./p.m.

(New York City time) on the date hereof and (ii) any free writing prospectus (as defined in the Securities Act) identified on Schedule

I hereto, taken together.

“Prospectus” means the final

prospectus filed for the Registration Statement.

“Purchaser Party” shall have

the meaning ascribed to such term in Section 4.8.

“Registration Statement” means

the effective registration statement on Form S-1 (File No. 333-297001) which registers the sale of the Shares, the Pre-Funded Warrants

and the Pre-Funded Warrant Shares to the Purchasers.

“Release Date” means the Closing

Date.

“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.

“SEC Reports” shall have the

meaning ascribed to such term in Section 3.1(h).

“Securities” means the Shares,

the Pre-Funded Warrants and the Pre-Funded 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, but excluding the Pre-Funded Warrant Shares.

“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 Pre-Funded Warrants (if applicable) 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 (excluding for the avoidance of doubt, if applicable, a Purchaser’s aggregate

exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash).

“Subsidiary” means any subsidiary

of the Company as set forth on Schedule 3.1(a) of the Disclosure Schedules, 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 placement agency agreement, the Pre-Funded 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 Broadridge

Corporate Issuer Solutions LLC, the current transfer agent of the Company, with a mailing address of 51 Mercedes Way, Edgewood, NY 11717,

and any successor transfer agent of the Company.

“Variable Rate Transaction”

shall have the meaning ascribed to such term in Section 4.12(b).

“ZLG” means Zarif Law Group

P.C., with offices located at 808 Springwood Avenue, Suite 110, Asbury Park, New Jersey 07712.

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 $[*] of Shares; 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, by so indicating such election prior to their

issuance, to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by

such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, with respect to each Purchaser, at

the election of such Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of the Shares on the Closing Date. In each case, the election to receive Pre-Funded Warrants is solely at the option of

the Purchaser. 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 Shares and Pre-Funded Warrants (if any), 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 at the offices of Company Counsel or such other location (including remotely by

electronic transmission). 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 the

applicable Purchaser shall deliver, or cause to be delivered, payment therefor through the Placement Agent (or its clearing firm) by wire

transfer to the Company or its designee). Each Purchaser acknowledges that, concurrently with the Closing and pursuant to the Prospectus,

the Company may sell up to $[*] of additional Shares and Pre-Funded Warrants to purchasers not party to this Agreement, less the aggregate

Subscription Amount pursuant to this Agreement, and will issue to such purchasers such shares of Common Stock or Pre-Funded Warrants in

the same form and at the same Per Share Purchase Price. 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 foregoing 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 the foregoing, with respect to any Notice(s) of Exercise

(as defined in the Pre-Funded 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 Pre-Funded 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 Pre-Funded Warrants) for purposes thereunder.

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) 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 acceptable to the Placement Agent and Purchasers;

(iii) a certificate of the Chief Financial

Officer of the Company regarding certain financial information included in the Registration Statement and Prospectus;

(iv) subject to Section 2.1, the Company

shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive

Officer or Chief Financial Officer;

(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 (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded

Warrant, if applicable), registered in the name of such Purchaser;

(vi) if applicable, 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 $0.0001, with an exercise price equal to $0.0001 per share of Common Stock, subject to adjustment

therein;

(vii) on the date hereof, the duly

executed Lock-Up Agreements; and

(viii) the Preliminary Prospectus and

the Prospectus (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) this Agreement duly executed by

such Purchaser; and

(ii) such Purchaser’s Subscription

Amount (less the aggregate exercise price of the Pre-Funded Warrants issuable to such Purchaser hereunder, if applicable), 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 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 Purchasers contained herein (unless such representation or warranty is

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 each 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 each 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 such representation or warranty is 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 in all material respects;

(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; and

(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.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the

Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify

any representation made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, 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 on Schedule 3.1(a). 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.

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 it 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, individually or in the

aggregate, 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, (iii) the notice and/or application(s) to each applicable Trading

Market for the issuance and sale of the Securities and the listing of the Shares and Pre-Funded 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 Pre-Funded Warrant

Shares, when issued in accordance with the terms of the Pre-Funded 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 the Pre-Funded Warrants. The Company has prepared and filed the Registration Statement

in conformity with the requirements of the Securities Act, which became effective on [*], 2026, 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

any Preliminary Prospectus or the Prospectus 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 Pricing Prospectus and the Prospectus and any amendments or supplements thereto, at the time the Pricing Prospectus and the Prospectus

or any amendment or supplement thereto 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-1 and is eligible to use Form S-1 on the

date hereof and on the Closing Date.

(g) Capitalization. The

capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number

of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued

any capital stock 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, the issuance of share payments to vendors and/or independent service providers for services performed or

to be performed in the normal course of business, 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. Other than the Placement Agent, 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 or as set forth on Schedule 3.1(g), 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. 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 (2) 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 Pricing Prospectus and the Prospectus, 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 applied on a consistent basis during the periods involved (“GAAP”), 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.

(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 on Schedule 3.1(i), (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

equity compensation 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 on Schedule 3.1(i), 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 at least one (1) Trading Day prior to the date that this representation is made.

(j) Litigation. Except

as set forth on Schedule 3.1(j), there is no material 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”). None of the Actions set forth on Schedule 3.1(j), (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 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 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 where in each 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, if any, 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.

(p) Intellectual Property. The

Company and the Subsidiaries have, or have rights to use, all 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 of any facts that would preclude it from having valid license rights or clear title to the

Intellectual Property Rights. 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.

(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 on Schedule 3.1(r), 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 with any and all applicable requirements of the Sarbanes-Oxley Act

of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, 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 is compared with the existing assets 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 compensation payable by the Company to the Placement Agent as set forth in the Pricing Prospectus and the Prospectus, 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) Reserved. Reserved.

(v) 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.

(w) 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.

(x) 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

on Schedule 3.1(x), 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. Except as set forth on Schedule 3.1(x), 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.

(y) 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.

(z) 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 Pricing Prospectus

and the Prospectus. 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, including the Disclosure Schedules to this Agreement,

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 press releases

disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made and when 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.

(aa) 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.

(bb) 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. Schedule 3.1(bb) sets 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.

(cc) 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.

(dd) Reserved. Reserved.

(ee) 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.

(ff) Accountants. The

Company’s independent registered public accounting firm is Bush & Associates CPA LLC. 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) has expressed its opinion with

respect to the financial statements of the Company as of and for the fiscal years ended December 31, 2025 and December 31, 2024 included

(or incorporated by reference) in the Registration Statement and the Prospectus.

(gg) No Disagreements with Accountants

and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between

the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any

fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of

the Transaction Documents.

(hh) 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.

(ii) Acknowledgment Regarding

Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for

Sections 3.2(f) and 4.14 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 Pre-Funded

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.

(jj) 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.

(kk) Reserved. Reserved.

(ll) Reserved. Reserved.

(mm) 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.

(nn) 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”)

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 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.

(oo) Compliance with Data Privacy

Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in 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 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. 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 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.

(pp) 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”).

(qq) 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.

(rr) 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 (25%) 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.

(ss) Money Laundering. The

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

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, 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 (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.

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

Pre-Funded Warrants, it will be either: (i) 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 or (ii) a “qualified institutional buyer” as defined in Rule

144A(a) 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 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 a term sheet (written or

oral) from the Company or any other Person representing the Company setting forth the material 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 Pre-Funded Warrant Shares. If

all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance

or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise, the Pre-Funded 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 Pre-Funded Warrant Shares) is not effective or is not

otherwise available for the sale or resale of the Pre-Funded Warrant Shares, the Company shall immediately notify the holders of the Pre-Funded

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 Pre-Funded 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 Pre-Funded 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 Pre-Funded Warrant Shares effective during the term of

the Pre-Funded Warrants.

4.2 Furnishing of Information. Until

the earlier of the time that (i) no Purchaser owns Securities or (ii) the Pre-Funded Warrants have expired, 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 pricing 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 or agents 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, agents, employees or Affiliates 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 Shareholder 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 pricing 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, agents, employees or Affiliates, or a duty to

the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates 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. Except as set

forth on Schedule 4.7 attached hereto, 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 and hold each Purchaser and its directors, officers, shareholders,

members, partners, 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 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 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 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, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in 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. 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 Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded 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 Pre-Funded Warrant

Shares on such Trading Market and promptly secure the listing of all of the Shares and Pre-Funded Warrant Shares on such 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 Pre-Funded Warrant Shares, and will take such other action as is necessary to cause all of the

Shares and Pre-Funded 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 [RESERVED].

4.12 Subsequent Equity Sales.

(a) From the date hereof until thirty

(30) days following 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

any amendment or supplement thereto, other than (X) the Prospectus, (Y) filing a registration statement on Form S-8 in connection with

any employee compensation plan or (Z) the filing of any amendment or supplement to an existing registration statement for an “at

the market” offering with the Placement Agent as sales agent.

(b) From the date hereof until the six

(6) month anniversary of 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 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; provided, however, that, following the expiration of the restrictive period

set forth in Section 4.12(a) above, (i) the entry into and/or issuance of shares of Common Stock in an “at-the-market” facility

with the Placement Agent as sales agent and/or (ii) the entry into and/or issuance of shares of Common Stock under an equity line of credit,

shall not be deemed a Variable Rate Transaction. 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.

Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

4.13 Equal Treatment of Purchasers.

No consideration (including any modification of this Agreement) shall be offered or paid to any Person to amend or consent to a waiver

or modification of any provision of this Agreement unless the same consideration is also offered to all of the parties to this Agreement.

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.

4.14 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 and the information included in the Disclosure Schedules (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.

4.15 Acknowledgment of Dilution.

The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution

may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents,

including, without limitation, its obligation to issue the Shares and Pre-Funded Warrant Shares pursuant to the Transaction Documents,

are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of

any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may

have on the ownership of the other stockholders of the Company.

4.16 Exercise Procedures. The form

of Notice of Exercise included in the Pre-Funded Warrants sets forth the totality of the procedures required of the Purchasers in order

to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers

to exercise their Pre-Funded 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 Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall deliver Pre-Funded Warrant Shares

in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.17 Capital Changes. Until the

six (6) month anniversary of 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, 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.

4.18 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. The Placement Agent shall be the sole lock-up

release agent for any Lock-Up Agreement. 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.

ARTICLE V.

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 Pricing Prospectus and the Prospectus, 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 the Pre-Funded Warrants 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 group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted

Purchaser (or group of 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 (including any electronic signature covered

by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable

law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly delivered and

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 Pre-Funded 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 Pre-Funded 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 ZLG. ZLG 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)

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ISPECIMEN INC.

By:

Name: Katharyn Field

Title: Chief Executive Officer

Address for Notice:

8 Cabot Road, Suite 1800

Woburn, MA 01801

E-Mail: _______________________________

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th Floor

New York, New York 10036

Attn: Benjamin E. Sklar, Esq.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO ISPECIMEN INC.

SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Address for Delivery of Pre-Funded Warrants to

Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Shares: _________________

Pre-Funded Warrants: _______________ 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 (or the second (2nd) Trading Day following the date of this Agreement 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)

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.

[SIGNATURE PAGES CONTINUE]

Schedule I

Free Writing Prospectus

EXHIBIT A

FORM OF PRE-FUNDED WARRANT

EXHIBIT B

LOCK-UP AGREEMENT

[_______], 2026

iSpecimen Inc.

8 Cabot Rd., Suite 1800

Woburn, MA 01801

Re: Placement Agency Agreement, dated as

of [_______], 2026 (the “Placement Agency Agreement”), between iSpecimen Inc. (the “Company”) and E.F. Hutton

& Co. (the “Placement Agent”)

Ladies and Gentlemen:

Defined terms not otherwise

defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Placement Agency Agreement.

In satisfaction of a condition of the Company’s obligations under the Placement Agency Agreement, the undersigned irrevocably agrees

with the Company that, from the date hereof until the date that is ninety (90) days following the Closing Date (such period, the “Restriction

Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into

any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or

effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned to the extent

such Affiliate transaction would be required to be reported by the undersigned during the Restriction Period with the Securities and Exchange

Commission in accordance with Section 13 or Section 16 of the Exchange Act), directly or indirectly, or establish or increase a put equivalent

position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities convertible,

exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned

(the “Securities”), other than Securities acquired in the Offering, or make any demand for or exercise any right or

cause to be filed a registration, including any amendments thereto, with respect to the registration of any shares of Common Stock or

Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act. The undersigned acknowledges that the Company shall provide written notice to the transfer agent

of the Company to inform them of the Restriction Period, which written notice shall include notification by email. In order to enforce

this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting

any actions in violation of this Letter Agreement.

The Placement Agent shall

serve as the sole lock-up release agent for the Restriction Period. No release of any obligation under this Letter Agreement shall be

effective without the prior written consent of the Placement Agent.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up

letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee,

or transferee, as the case may be, prior to such transfer (2) any such transfer shall not involve a disposition for value, (3) such transfer

is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer

shall be made voluntarily during the Restricted Period, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,

as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers during the Restricted Period, with

respect to transfer:

(i) as a bona fide gift or gifts;

(ii) to any immediate family member or to any trust for the direct

or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate

family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(iii) to any corporation, partnership, limited liability company,

or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;

(iv) if the undersigned is a corporation, partnership, limited liability

company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity

that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or

stockholders of the undersigned;

(v) if the undersigned is a trust, to the beneficiary of such trust;

(vi) by operation of law, such as pursuant to a qualified domestic

order, divorce settlement, divorce decree, separation agreement or other court order;

(vii) to a charity or educational institution;

(viii) by will, other testamentary document or intestate succession

to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or

(ix) sales of Common Stock made pursuant to and in accordance with

a trading plan pursuant to Rule 10b5-1 under the Exchange Act existing on the date hereof.

In addition, notwithstanding

the foregoing, this Letter Agreement shall not restrict (i) the delivery of shares of Common Stock to the undersigned upon exercise of

any options or settlement of restricted stock units or other equity awards granted under any employee benefit plan of the Company, or

the exercise of warrants; provided in each case that any shares of Common Stock or Securities acquired in connection with any such exercise

or settlement will be subject to the restrictions set forth in this Letter Agreement, (ii) the withholding of shares of Common Stock to

cover the payment of the exercise prices or the payment of taxes associated with the exercise or settlement of equity set forth in (i)

above, or (iii) the issuance to the undersigned of awards by the Company under its equity incentive plans or the issuance of warrants.

Furthermore, the undersigned

may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may only be established

if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority, is made in

connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common Stock are made pursuant

to such plan during the Restriction Period.

The undersigned acknowledges

that the execution, delivery and performance of this Letter Agreement is a material inducement to the Placement Agent to complete the

transactions contemplated by the Placement Agency Agreement and the Company shall be entitled to specific performance of the undersigned’s

obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform

this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit

from the closing of the transactions contemplated by the Placement Agency Agreement.

The undersigned understands

that, if the Placement Agency Agreement does not become effective, or if the Placement Agency Agreement (other than the provisions thereof

which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder,

the undersigned shall be released from all obligations under this Letter Agreement.

This Letter Agreement may

not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter

Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict

of laws. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned

agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and the Placement

Agent and that the Placement Agent is not entitled to cast any votes on the matters herein contemplated and that no issuance or sale of

the Securities is created or intended by virtue of this Letter Agreement.

This Letter Agreement shall

be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into

a similar agreement for the benefit of the Placement Agent.

*** SIGNATURE PAGE FOLLOWS***

[SIGNATURE PAGE TO THE LOCK-UP AGREEMENT]

This Letter Agreement may

be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

________________________________________

Signature

________________________________________

Print Name

________________________________________

Title / Position (if any)

Address for Notice:

________________________________________

By signing below, the Company

agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

iSpecimen Inc.

By:

Name:

Katharyn Field

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 6, 2026, ANNOUNCING THE PRICING OF THE OFFERING

EX-99.1

Filename: ea030100601ex99-1.htm · Sequence: 5

Exhibit 99.1

iSpecimen Inc. Announces Pricing of $5 Million Public Offering of

Common Stock and Pre-Funded Warrants

WOBURN, Mass., Aug. 06, 2026 (GLOBE NEWSWIRE) -- iSpecimen

Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists requiring

biospecimens for medical research with a network of healthcare specimen providers, announced today the pricing of its public offering

of approximately $5 million of the Company’s common stock, and/or pre-funded warrants to purchase shares of common stock at a public

offering price of $1.30 per share (or $1.2999 per pre-funded warrant, which is equal to the public offering price per share minus the

$0.0001 per share exercise price of each pre-funded warrant). The Company intends to use the proceeds of the offering for repayment of

outstanding liabilities, potential acquisitions of assets or investments in businesses, products and technologies and for marketing and

advertising services. The remainder of proceeds will be used for working capital purposes.

E.F. Hutton & Co. is acting as the exclusive placement agent in

connection with the offering.

The offering is expected to close on August 7, 2026, subject to customary

closing conditions. The securities described above are being offered pursuant to the Company’s registration statement on Form S-1

(File No. 333-297001) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”)

on June 24, 2026, and subsequently declared effective by the SEC on July 30, 2026. The offering is being made only by means of a prospectus

which is a part of the Registration Statement. A preliminary prospectus relating to the offering has been filed with the SEC. A final

prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at https://www.sec.gov/.

Copies of the final prospectus relating to this offering, when available, may be obtained from E.F. Hutton & Co., 745 Fifth Avenue,

34th Floor & PH, New York, NY 10151.

This press release shall not constitute an offer to sell or a solicitation

of an offer to buy any of the securities described herein, nor shall there be any sale of these 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 iSpecimen

iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens,

connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens

needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients

across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information,

please visit www.ispecimen.com.

Forward Looking Statements

This press release may contain forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,”

“intend,” “anticipate,” “believe,” “estimate,” “continue” or similar words.

You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections

of future results of operations or financial condition or state other forward-looking information.

Forward-looking statements are predictions, projections and other statements

about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many

factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but

not limited to the risk factors contained in the Company’s filings with the U.S. Securities and Exchange Commission, which are available

for review at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over

time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and

circumstances reflected in the Company’s forward-looking statements occurs, the Company’s business, financial condition and

operating results may vary materially from those expressed in the Company’s forward-looking statements.

Readers are cautioned not to put undue reliance on forward-looking

statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as

a result of new information, future events or otherwise.

For further information, please contact:

info@ispecimen.com

EX-99.2 — PRESS RELEASE DATED AUGUST 7, 2026, ANNOUNCING THE CLOSING OF THE OFFERING

EX-99.2

Filename: ea030100601ex99-2.htm · Sequence: 6

Exhibit 99.2

iSpecimen Inc. Announces Closing of $5 Million

Public Offering of Common Stock and Pre-Funded Warrants

WOBURN, Mass., Aug. 07, 2026 (GLOBE

NEWSWIRE) -- iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an

online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen

providers, announced today the closing of its previously announced public offering of an aggregate of 996,231 shares of the Company’s common stock and pre-funded warrants to purchase up to an aggregate of 2,849,923

shares of common stock, for an aggregate purchase price of approximately $5.0 million. The Company intends to use the proceeds of the offering for repayment of outstanding liabilities,

potential acquisitions of assets or investments in businesses, products and technologies and for marketing and advertising services.

The remainder of the proceeds will be used for working capital purposes.

E.F. Hutton & Co. is acting as the exclusive

placement agent in connection with the offering.

The securities described above are being offered

pursuant to the Company’s registration statement on Form S-1 (File No. 333-297001) (the “Registration Statement”), initially

filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026, and subsequently declared effective by the

SEC on July 30, 2026. The offering is being made only by means of a prospectus which is a part of the Registration Statement. A final

prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at https://www.sec.gov/.

Copies of the final prospectus relating to this offering may be obtained from E.F. Hutton & Co., 745 Fifth Avenue, 34th Floor &

PH, New York, NY 10151.

This press release shall not constitute an offer

to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these 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 iSpecimen

iSpecimen (Nasdaq: ISPC) offers an online marketplace

for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to

patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for

specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations.

For more information, please visit www.ispecimen.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements

of historical fact and may be identified by the use of words or expressions such as “may,” “should,” “could,”

“would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”

“estimate,” “continue,” “seek,” “potential,” “target,” “project,”

“forecast,” “outlook,” or similar expressions, or by discussions of strategy, plans, or intentions.

Forward-looking statements in this press release

include, but are not limited to, statements regarding the anticipated use of proceeds from the offering.

Forward-looking statements are subject to risks

and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including,

among others, risks and uncertainties associated with market conditions, the Company’s ability to deploy the proceeds of the offering

as anticipated, the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq Capital Market,

and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on April 1, 2026, and of the Registration Statement and the final prospectus

relating to the offering, as well as in the Company’s other filings with the SEC.

The forward-looking statements in this press release

speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly

update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise.

For further information, please contact:

info@ispecimen.com

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duration