Form 8-K

8-K — BlockchAIn Digital Infrastructure, Inc.

Accession: 0001213900-26-067320

Filed: 2026-06-10

Period: 2026-06-05

CIK: 0002070542

SIC: 6221 ()

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0293892-8k_blockchain.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 5, 2026, BY AND AMONG THE REGISTRANT AND LUCID CAPITAL MARKETS, LLC (ea029389201ex1-1.htm)

EX-4.1 — FORM OF REPRESENTATIVE WARRANT (ea029389201ex4-1.htm)

EX-10.1 — FORM OF LOCK-UP AGREEMENT (ea029389201ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED JUNE 5, 2026 (ea029389201ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED JUNE 9, 2026 (ea029389201ex99-2.htm)

GRAPHIC (ea029389201_ex99-1img1.jpg)

GRAPHIC (ea029389201_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0002070542

2026-06-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 5, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43194

39-2631241

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1540 Broadway, Ste 1010, New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(646) 493-2993

(Registrant’s telephone number, including area code)

(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, $0.0001 par value per share

AIB

NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June

5, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement

(the “Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) relating to the public offering (the

“Offering”) of 33,333,334 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.0001 (the

“Common Stock”), at a public offering price of $1.65 per share. Under the terms of the Underwriting Agreement, we granted

Lucid an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 4,999,999 shares of Common

Stock at the public offering price less the underwriting discounts and commissions to cover over-allotments, if any.

On June

8, 2026, the Company closed the Offering and issued the Firm Shares for aggregate net proceeds of approximately $51.4 million, after deducting

underwriting discounts and commissions and Offering expenses. The Company intends to use the net proceeds from the Offering for working

capital, capital expenditures relating to growing its business, and general corporate purposes.

The

Firm Shares were offered, issued and sold pursuant to a registration statement on Form S-1 (File No. 333-296413) and the preliminary

prospectus contained therein, which was initially filed with the Securities and Exchange Commission

(“SEC”) on June 2, 2026 and declared effective by the SEC on June 4, 2026 (collectively, the “Registration

Statement”). A final prospectus relating to the Offering was filed with the SEC on June 8, 2026.

Under

the terms of the Underwriting Agreement, Lucid received an underwriting discount of 6.0% of the gross proceeds received in the Offering.

In addition, the Company reimbursed Lucid for certain of its expenses in an amount not to exceed $100,000 in the aggregate. On June 8,

2026, in connection with the closing of the Offering, the Company issued to Lucid and its designees warrants to purchase an aggregate

of 1,333,333 shares of Common Stock (the “Representative Warrants”). The Representative Warrants are immediately exercisable

upon issuance at an exercise price of $1.815 per share for a period of five (5) years from the commencement of sales of the Offering.

June 5, 2026, the Company and each of its officers, directors and holders of 5% or more of the Common Stock and Common Stock equivalents

on a fully-diluted basis entered into lock-up agreements (“Lock-Up Agreements”), pursuant to which they agreed to be subject

to a lock-up period of 90 days following the closing of the Offering. Lucid may, in its sole discretion and without notice, waive the

terms of any of these Lock-Up Agreements.

Pursuant

to the Underwriting Agreement, the Company has agreed not to 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 file any registration statement or any amendment or supplement

thereto for a period of ninety (90) days following the closing date of the Offering, subject to certain exceptions. The Company also

agreed not to enter into specified Variable Rate Transactions (as defined in the Underwriting Agreement) for a period of one hundred and

eighty (180) days following the closing date of the Offering, subject to certain specified exceptions.

The Underwriting

Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification

obligations of the Company and Lucid, including for liabilities under the Securities Act of 1933, as amended, other obligations of the

parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only

for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject

to limitations agreed upon by the contracting parties.

The

foregoing summary of each of the Underwriting Agreement, the form of Representative Warrant, and the form of Lock-Up Agreement is qualified

in its entirety by reference to the Underwriting Agreement, the form of Representative Warrant and the form of Lock-Up Agreement attached

as Exhibits 1.1, 4.1 and 10.1 hereto, respectively, which are incorporated herein by reference.

Item 8.01 Other Events

June 5, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1

to this Current Report on Form 8-K.

June 9, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2

to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

of Exhibit

1.1

Underwriting Agreement, dated June 5, 2026, by and among the Registrant and Lucid Capital Markets, LLC.

4.1

Form of Representative Warrant

10.1

Form of Lock-Up Agreement

99.1

Press Release, dated June 5, 2026

99.2

Press Release, dated June 9, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

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

duly authorized.

Date: June 10, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

/s/ Jerry Tang

Name:

Jerry Tang

Title:

Chief Executive Officer and President

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 5, 2026, BY AND AMONG THE REGISTRANT AND LUCID CAPITAL MARKETS, LLC

EX-1.1

Filename: ea029389201ex1-1.htm · Sequence: 2

Exhibit

1.1

33,333,334

SHARES of Common Stock and

Warrants of

BLOCKCHAIN

DIGITAL INFRASTRUCTURE, INC.

UNDERWRITING

AGREEMENT

June 5, 2026

Lucid

Capital Markets, LLC

the Representative of the

Several

underwriters, if any, named in Schedule I hereto

c/o

Lucid Capital Markets, LLC

570

Lexington Avenue, 40th Floor

New

York, New York 10022

Ladies

and Gentlemen:

The

undersigned, BlockchAIn Digital Infrastructure, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries

and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries

or affiliates of BlockchAIn Digital Infrastructure, Inc., the “Company”), hereby confirms its agreement (this “Agreement”)

with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters”

and each an “Underwriter”) named in Schedule I hereto for which Lucid Capital Markets, LLC is acting as representative

to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative,

references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter)

on the terms and conditions set forth herein.

is understood that the several Underwriters are to make a public offering of the Public Securities as soon as the Representative deems

it advisable to do so. The Public Securities are to be initially offered to the public at the public offering price set forth in the

Prospectus.

is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Closing Securities

and, if any, the Option Shares in accordance with this Agreement.

ARTICLE

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1.1:

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1.

“Closing

Date” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’ obligations

to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Securities, in each case, have been

satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the first (1st) Trading Day following the date hereof

(or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is not a Trading Day

or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day) or at such earlier time as shall be

agreed upon by the Representative and the Company.

“Closing

Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net

of the underwriting discounts and commissions.

“Closing

Securities” shall have the meaning ascribed to such term in Section 2.1(a)(ii).

“Closing

Shares” shall have the meaning ascribed to such term in Section 2.1(a)(i).

“Closing

Warrants” shall have the meaning ascribed to such term in Section 2.1(a)(ii).

“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

Auditor” means Carr, Riggs & Ingram, L.L.C., with offices located at 48 S Service Rd., Ste 301, Melville,

NY 11747.

“Company

Counsel” means Loeb & Loeb LLP, with offices located at 345 Park Avenue, New York, NY 10154.

“EGS”

means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105.

“Exchange

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

“Execution

Date” shall mean the date on which the parties execute and enter into this Agreement.

“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) warrants

and shares issuable upon exercise of such warrants issued to the Representative, (c) 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 price, exchange price or conversion price of such securities or

to extend the term of such securities, and (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

within ninety (90) days following the Closing Date, and provided that any such issuance shall only be to a Person (or to the equity holders

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.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“FINRA”

means the Financial Industry Regulatory Authority.

“GAAP”

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

“Indebtedness”

means (a) 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), (b) 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 (c)

the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up

Agreements” means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and

directors and each holder of Common Stock and Common Stock Equivalents holding, on a fully diluted basis, more than 5% of the Company’s

issued and outstanding Common Stock, in the form of Exhibit A attached hereto.

“Material

Adverse Effect” means (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.

“Offering”

shall have the meaning ascribed to such term in Section 2.1(c).

“Option”

shall have the meaning ascribed to such term in Section 2.2.

“Option

Closing Date” shall have the meaning ascribed to such term in Section 2.2(c).

“Option

Closing Purchase Price” shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall

be net of the underwriting discounts and commissions.

“Option

Shares” shall have the meaning ascribed to such term in Section 2.2(a)(i).

“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.

“Preliminary

Prospectus” means any preliminary prospectus relating to the Securities included in the Registration Statement or filed with

the Commission pursuant to Rule 424(b).

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Public

Securities” means, collectively, the Closing Securities and, if any, the Option Shares.

“Registration

Statement” means, collectively, the various parts of the registration statement prepared by the Company on Form S-1 (File No.

333-296413) with respect to the Securities, each as amended as of the date hereof, including the Preliminary Prospectus and Prospectus,

and all exhibits filed with or incorporated by reference into such registration statement, and includes any Rule 462(b) Registration

Statement.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

462(b) Registration Statement” means any registration statement prepared by the Company registering additional Public Securities,

which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated

by the Commission pursuant to the Securities Act.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(i).

“Securities”

means the Closing Securities, the Option Shares and the Warrant Shares.

“Securities

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

“Share

Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).

“Shares”

means, collectively, the shares of Common Stock delivered to the Underwriters in accordance with Section 2.1(a)(i) and Section 2.2(a).

“Subsidiary”

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

or acquired after the date hereof.

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Warrants, the Lock-Up Agreements, and any other documents or agreements executed in connection

with the transactions contemplated hereunder.

“Transfer

Agent” means Securities Transfer Corporation, the current transfer agent of the Company, with offices located at 2901 Dallas

Pkwy Suite 380, Plano, TX 75093 , and any successor transfer agent of the Company.

“Warrant

Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

“Warrants”

means, collectively, the pre-funded Common Stock purchase warrants delivered to the Underwriters in accordance with Section 2.1(a)(ii),

which Warrants shall be exercisable immediately until exercised in full, in the form of Exhibit B attached hereto.

ARTICLE

II.

PURCHASE

AND SALE

2.1 Closing.

(a) Upon

the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 33,333,334 shares of Common Stock

and Warrants exercisable for an aggregate of 0 shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly,

at the Closing, the following securities of the Company:

(i) the

number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule

I hereof; and

(ii) Warrants

to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule I hereof (the

“Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”), which

Warrants shall have an exercise price of $0.0001, subject to adjustment as provided therein.

(b) The

aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule

I hereto (the “Closing Purchase Price”). The purchase price for one Share shall be $1.551 (the “Share

Purchase Price”) and the purchase price for each Warrant Share underlying the Warrants shall be the Share Purchase Price less

$0.0001 per Warrant Share (the “Warrant Purchase Price”); and

(c)

On the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available

funds equal to such Underwriter’s Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter

its respective Closing Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing.

Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS or

such other location as the Company and Representative shall mutually agree. The Public Securities are to be offered initially to the

public at the offering price set forth on the cover page of the Prospectus (the “Offering”).

(d) The

Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered by a Holder (as

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

at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares subject to such notice(s) to

the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined

in the Warrants). The Company acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company.

2.2 Option

to Purchase Additional Shares.

(a) For

the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative

is hereby granted an option (the “Option”) to purchase, in the aggregate, up to 4,999,999 shares of Common Stock (the

“Option Shares”) at the Share Purchase Price.

(b) In

connection with an exercise of the Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase

Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the

“Option Closing Purchase Price”).

Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to

time) of the Option Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option

Shares prior to the exercise of the Option by the Representative. The Option granted hereby may be exercised by the giving of oral notice

to the Company from the Representative, which must be confirmed in writing by overnight mail or electronic transmission setting forth

the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option

Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall

be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by other electronic

transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does

not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Option, the Company

will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will

become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Option at any time

prior to the expiration of the Option by written notice to the Company.

2.3 Deliveries.

The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:

(i) At

the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be

delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;

(ii) At

the Closing Date, the Closing Warrants in certificated form registered in the name or names and in such authorized denominations as the

applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Date;

(iii) At

the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of

Common Stock equal to 4% of the Closing Shares, Closing Warrants and Option Shares issued on such Closing Date and Option Closing Date,

as applicable, for the account of the Representative (or its designees), which warrant shall have an exercise price of $1.815, subject

to adjustment therein, and registered in the name of the Representative, in form and substance reasonably acceptable to the Representative;

(iv) At

the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance

letter, in the form and substance reasonably satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down

opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative

assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative;

(v) Contemporaneously

herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative

from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and

each Option Closing Date, if any;

(vi) On

the Closing Date and on each Option Closing Date, the duly executed and delivered Officers’ Certificate, substantially in form

and substance satisfactory to the Representative;

(vii) On

the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form

and substance satisfactory to the Representative; and

(viii) Contemporaneously

herewith, the duly executed and delivered Lock-Up Agreements.

2.4 Closing

Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing Date

are subject to the following conditions being met:

(i) the

accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company already

qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the Company contained

herein (unless as of a specific date therein);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.3 of this Agreement;

(iv) the

Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date,

if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose

shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional

information shall have been complied with to the reasonable satisfaction of the Representative;

(v) by

the Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the amount of compensation

allowable or payable to the Underwriters as described in the Registration Statement;

(vi) the

Closing Shares, the Option Shares and the Warrant Shares have been approved for listing on the Trading Market; and

(vii) prior

to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or

development involving a prospective material adverse change in the condition or prospects 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; (ii) no

action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Affiliate of the Company

before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or

finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as

set forth in the Registration Statement and Prospectus; (iii) no stop order shall have been issued under the Securities Act and

no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement and the Prospectus

and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance

with the Securities Act and the rules and regulations thereunder and shall conform in all material respects to the requirements of the

Securities Act and the rules and regulations thereunder, and neither the Registration Statement nor the Prospectus nor any amendment

or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1 Representations

and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date, as of the Closing

Date and as of each Option Closing Date, if any, as follows:

(a) Subsidiaries.

All of the direct and indirect Subsidiaries of the Company are set forth in the Registration Statement. 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.

(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 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.

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

by this Agreement and each of the other Transaction Documents to which the Company is a party and otherwise to carry out its obligations

hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and

the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part

of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection

herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which

the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with

the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance

with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which

it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

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

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

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

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

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

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

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

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in

connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing with

the Commission of the Prospectus, (ii) the approval of the supplemental listing application (“SLAP”) by the Trading Market,

and (iii) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Registration

Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus or Prospectuses,

for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all

material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the

Securities Act. The Registration Statement has been declared effective by the Commission on June 4, 2026. The Company has advised the

Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration

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

shall be deemed to refer to and include the documents incorporated by reference. All references in this Agreement to financial statements

and schedules and other information which is “contained,” “included,” “described,” “referenced,”

“set forth” or “stated” in the Registration Statement, the Preliminary Prospectus or the Prospectus (and all

other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information

which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, as

the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or

the Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge,

is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth

in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Representative, prepare, use or refer to,

any free writing prospectus.

(g) Issuance

of Securities. 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 Warrant Shares,

when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all

Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common

Stock issuable pursuant to this Agreement and the Warrants. The holder of the Securities will not be subject to personal liability by

reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security

of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization,

issuance and sale of the Securities has been duly and validly taken. The Securities conform in all material respects to all statements

with respect thereto contained in the Registration Statement.

(h) Capitalization.

The capitalization of the Company is as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus. 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 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. Except as set forth in the Preliminary Prospectus and

the Prospectus, 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 set forth in the Preliminary Prospectus and the Prospectus,

and as a result of the purchase and sale of the Securities, 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 the 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 Underwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts

the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any

Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may

become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are

duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,

and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.

The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration

Statement, Preliminary Prospectus and the Prospectus. The offers and sales of the Company’s securities were at all relevant times

either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations

and warranties of the purchasers, exempt from such registration requirements. 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.

(i) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Preliminary 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 financial statements of the Company included in the Registration Statement, Preliminary Prospectus

and Prospectus and 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. The agreements and documents described

in the Registration Statement, the Preliminary Prospectus, the Prospectus and the SEC Reports conform to the descriptions thereof contained

therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be

described in the Registration Statement, the Preliminary Prospectus, the Prospectus or the SEC Reports or to be filed with the Commission

as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized

or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration

Statement, the Preliminary Prospectus, the Prospectus or the SEC Reports, or (ii) is material to the Company’s business, has

been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against

the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability

may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy

of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company,

and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best

of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute

a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements

or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental

agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,

those relating to environmental laws and regulations.

(j) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the Registration Statement, Preliminary Prospectus and Prospectus, except as specifically disclosed in a subsequent SEC Report filed

prior to the date hereof, (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,

(v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock

option plans and (vi) no officer or director of the Company has resigned from any position with the Company. 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, 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 1 Trading Day prior to the date that this representation

is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities

or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made

any other distribution on or in respect to its capital stock.

(k) Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental

or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)

which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities

or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither

the Company nor any Subsidiary, nor to the knowledge of the Company, 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.

(l) 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.

(m) 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.

(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 Registration Statement,

Preliminary Prospectus and the Prospectus, except where the failure to possess such permits could not reasonably be expected to result

in a Material Adverse Effect (each, a “Material Permit”), and neither the Company nor any Subsidiary has received

any notice of proceedings relating to the revocation or modification of any Material Permit. The disclosures in the Registration Statement

concerning the effects of Federal, State, local and all foreign regulation on the Company’s business as currently contemplated

are correct in all material respects.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights

to lease or otherwise use, all real property and all personal property 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 Registration Statement, Preliminary

Prospectus and the Prospectus and which the failure to do so 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 Registration Statement, Preliminary Prospectus and the Prospectus, 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. 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.

(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. Neither the Company nor any Subsidiary has any reason to believe that it will

not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers

as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

With Affiliates and Employees. Except as set forth in the Registration Statement, Preliminary Prospectus and the Prospectus, 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 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by

the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain

a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets 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 as set forth in the Preliminary Prospectus and 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. Except as

set forth in the Preliminary Prospectus and Prospectus, there are no other arrangements, agreements or understandings of the Company

or, to the Company’s knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined by

FINRA. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s

fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons

who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect

affiliation or association with any FINRA member, within the twelve months prior to the Execution Date. None of the net proceeds of the

Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The

Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v) Registration

Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any

securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) 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. The

Company has not, since the date of the listing of its Common Stock on the Trading Market , received notice from any Trading Market on

which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance

requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue

to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer

through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees of

the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising

their rights under the Transaction Documents.

(y) Disclosure;

10b-5. 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, if any, at the time it

became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations

under the Securities Act and did not and, as amended or supplemented, if applicable, will 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 Prospectus, each as of its respective date, comply in all material respects with the Securities Act and the Exchange

Act and the applicable rules and regulations. Each of the Preliminary Prospectus and the Prospectus, as amended or supplemented, did

not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in

order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, 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, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact

or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference

in the Preliminary Prospectus or Prospectus), in light of the circumstances under which they were made not misleading; and any further

documents when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange

Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to

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

There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have

not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts

or other documents required to be described in the Preliminary Prospectus or Prospectus, or to be filed as exhibits or schedules to the

Registration Statement, which have not been described or filed as required. 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 light of the circumstances

under which they were made and when made, not misleading.

(z) No

Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or

indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause

this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval

provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of

the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the

current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The Registration Statement, Preliminary Prospectus and the Prospectus

set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the

Company or any Subsidiary has commitments. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all

foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid

all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis

for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration

Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of

such consolidated financial statements. The term “taxes” mean all federal, state, local, foreign, and other net income, gross

income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll,

employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments,

or charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect

thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed

in respect to taxes.

(cc) Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to

foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of

which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA. The Company

has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all

material respects with the FCPA.

(dd)

Accountants. To the knowledge and belief of the Company, the Company Auditor (i) is an independent registered public accounting

firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the

Company’s Annual Report for the fiscal year ending December 31, 2026. The Company Auditor has not, during the periods covered by

the financial statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section

10A(g) of the Exchange Act.

(ee) 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.

(ff) 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.

(gg) 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 the Representative’s request.

(hh) 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.

(ii) 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.

(jj) D&O

Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of the Company’s

directors and officers immediately prior to the Offering and in the Lock-Up Agreement provided to the Underwriters 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

become inaccurate and incorrect.

(kk) FINRA

Affiliation. To the Company’s knowledge, no officer, director or any beneficial owner of 5% or more of the Company’s

unregistered securities has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with

the rules and regulations of FINRA) that is participating in the Offering. The Company will advise the Representative and EGS if it learns

that any officer, director or owner of 5% or more of the Company’s outstanding shares of Common Stock or Common Stock Equivalents

is or becomes an affiliate or associated person of a FINRA member firm.

(ll) Officers’

Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or EGS shall

be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

(mm) Board

of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.”

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 Trading Market. At least one member of

the Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and

the rules promulgated thereunder and the rules of the Trading Market. In addition, 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.

(nn) Cybersecurity.

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. (i) None of such disclosures made

or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and

(ii) the execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or

Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any

actual or potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the

Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a

party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any

obligation or liability under any Privacy Law.

(pp) 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.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1 Amendments

to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters complete conformed

copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed

copies of the Registration Statement (without exhibits), the Preliminary Prospectus and the Prospectus, as amended or supplemented, in

such quantities and at such places as an Underwriter reasonably requests. Neither the Company nor any of its directors and officers has

distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale

of the Securities other than the Preliminary Prospectus, the Prospectus, the Registration Statement, and copies of the documents incorporated

by reference therein. The Company shall not file any such amendment or supplement to which the Representative shall reasonably object

in writing.

4.2 Federal

Securities Laws.

(a) Compliance.

During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply

with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules

and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the

Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is

required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for

the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material

fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act,

the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate

amendment or supplement in accordance with Section 10 of the Securities Act.

(b) Filing

of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission

pursuant to the requirements of Rule 424.

Act Registration. For a period of three years from the Execution Date, the Company will use its best efforts to maintain the registration

of the Common Stock under the Exchange Act. The Company will not deregister the Common Stock under the Exchange Act without the prior

written consent of the Representative.

(d) Free

Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the Securities

that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the Securities Act,

without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative is herein

referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each Permitted

Free Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations under the Securities Act,

and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission filing

where required, legending and record keeping.

4.3 Delivery

to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time during the period

when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of each Prospectus

as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes

effective, deliver to the Representative two (2) original executed Registration Statements, including exhibits, and all post-effective

amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents

of certified experts.

4.4 Effectiveness

and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain

effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are

no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of

the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order

or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission

of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation,

or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment

or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information

from the Commission; and (vi) of the happening of any event during the period described in this Section 4.4 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. If the Commission or any state securities commission shall enter a stop order or suspend

such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

4.5 Review

of Financial Statements. For a period of five (5) years from the Execution Date, the Company, at its expense, shall cause its regularly

engaged independent registered public accountants to review (but not audit) the Company’s financial statements for each of the

first three fiscal quarters prior to the announcement of quarterly financial information.

4.6 Expenses

of the Offering.

(a) General

Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any,

to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,

including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold

in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the

review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares

on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) 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 foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing

and registration fees, and the fees and expenses of Blue Sky counsel, if applicable); (d) the costs of all mailing and printing of the

underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement

Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements,

Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative

may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing

and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees

required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any,

payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants;

(j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs

of mailing prospectuses to prospective investors; (l) expenses of the Underwriters’ use of i-Deal’s book-building, prospectus

tracking and compliance software (or other similar software) for the Offering. The Underwriters may also deduct from the net proceeds

of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be

paid by the Company to the Underwriters.

(b) Expenses

of the Representative. The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(a), on the Closing

Date it will reimburse the Representative up to $100,000 for its reasonable and documented out-of-pocket expenses by deduction from the

proceeds of the Offering contemplated herein.

4.7 Application

of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application

described under the caption “Use of Proceeds” in the Prospectus.

4.8 Delivery

of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,

but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement (which need

not be certified by independent public or independent certified public accountants unless required by the Securities Act or the Rules

and Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities

Act) covering a period of at least twelve consecutive months beginning after the Execution Date.

4.9 Stabilization.

Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)

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, stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of the Securities.

4.10 Internal

Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions

are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary

in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.11 Accountants.

The Company shall continue to retain a nationally recognized independent certified public accounting firm for a period of at least three

years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable to the Underwriters.

4.12 FINRA.

The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any 5% or greater shareholder

of the Company becomes an affiliate or associated person of an Underwriter.

4.13 No

Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual

and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates or any selected dealer

shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in

connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to

the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not

limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the shares

and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company

hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with

respect to any breach or alleged breach of fiduciary duty.

4.14 Warrant

Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the

issuance of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise

shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent

registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale

of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is

not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available

for the sale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue,

or any holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws).

4.15 Board

Composition and Board Designations. The Company shall ensure that: (i) 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

and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of the Board of Directors qualifies

as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

4.16 Securities

Laws Disclosure; Publicity. At the request of the Representative, by 7:30 a.m. (New York City time) on the date hereof, the Company

shall issue a press release disclosing the material terms of the Offering. The Company and the Representative shall consult with each

other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter 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 such Underwriter, or without the prior consent of such Underwriter, 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. The Company will not issue press releases

or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m. (New York

City time) on the first business day following the 45th day following the Closing Date, other than normal and customary releases issued

in the ordinary course of the Company’s business.

4.17 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 Underwriter

of the Securities 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 Underwriter of Securities could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities.

4.18 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

Option Shares pursuant to the Option and Warrant Shares pursuant to any exercise of the Warrants.

4.19 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 Closing

Shares, Option Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option

Shares and 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 Closing Shares, Option Shares and Warrant Shares, and

will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Shares to be listed or quoted

on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing

and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other

obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic

transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment

of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.20 Subsequent

Equity Sales.

(a) From

the date hereof until ninety (90) days following the Closing Date, neither the Company nor any Subsidiary shall 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 file any

registration statement or amendment or supplement thereto, other than the Prospectus.

(b) From

the date hereof until one hundred eighty (180) days following the Closing Date, the Company shall be prohibited from effecting or entering

into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a

combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or

other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after

the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being

reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent

events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects

a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”,

whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually

been issued and regardless of whether such agreement is subsequently canceled; provided, however, that, after ninety (90)

days after the Closing Date, the entry into and/or issuance of shares of Common Stock in an equity line of credit, also referred to as

a synthetic ATM or committed equity facility, shall not be deemed a Variable Rate Transaction. Any Underwriter 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.

the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be

an Exempt Issuance.

4.21 Research

Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required

to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and

that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports

with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases,

to the fullest extent permitted by law, any claims that the Company may have against such Underwriter 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 such Underwriter’s investment banking divisions.

The Company acknowledges that the Representative 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 position in debt

or equity securities of the Company.

ARTICLE

DEFAULT

BY UNDERWRITERS

on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing

Securities or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than

by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the

non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters,

or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities

or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the

Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Shares, as

the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities

or Option Shares, as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Securities or

Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective

numbers of Closing Securities or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing

Securities or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the

aggregate number of Closing Securities or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10%

of the Closing Securities or Option Shares, as the case may be, covered hereby, the Company or the Representative will have the right

to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided

in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing

Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter,

the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements

may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under

this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

ARTICLE

VI.

INDEMNIFICATION

6.1 Indemnification

of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriters,

and each dealer selected by each Underwriter that participates in the offer and sale of the Securities (each a “Selected Dealer”)

and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter or any Selected

Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other

expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,

whether arising out of any action between such Underwriter and the Company or between such Underwriter and any third party or otherwise)

to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise

or under the laws of foreign countries, arising out of or based upon any Proceeding, commenced or threated (whether or not such Underwriter

is a target of or party to such Proceeding), or arising out of or based upon any untrue statement or alleged untrue statement of a material

fact contained in (i) any Preliminary Prospectus, the Registration Statement or the Prospectus (as from time to time each may be amended

and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with

the marketing of the offering of the Securities, including any “road show” or investor presentations made to investors by

the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Article

VI, collectively called “application”) executed by the Company or based upon written information furnished by the

Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state

securities commission or agency, Trading Market or any securities exchange; or the omission or alleged omission therefrom of a material

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

not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the

Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus,

the Registration Statement or Prospectus, or any amendment or supplement thereto, or in any application, as the case may be. With respect

to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement

contained in this Section 6.1 shall not inure to the benefit of an Underwriter to the extent that any loss, liability, claim, damage

or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the Person asserting any

such loss, liability, claim or damage at or prior to the written confirmation of sale of the Securities to such Person as required by

the Securities Act and the rules and regulations thereunder, and if the untrue statement or omission has been corrected in the Prospectus,

unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under this Agreement.

The Company agrees promptly to notify each Underwriter of the commencement of any litigation or proceedings against the Company or any

of its officers, directors or Controlling Persons in connection with the issue and sale of the Public Securities or in connection with

the Registration Statement or Prospectus.

6.2 Procedure.

If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought

against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall

promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including

the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer, as the case may be)

and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their

own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer

or Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by

the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the

defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available

to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the

right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees

and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected

Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter,

Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to

approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

6.3 Indemnification

of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers

and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter,

as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary

Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance

upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of

such Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement

thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based

on any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and

in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the

Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions

of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for

any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’

obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not

joint.

6.4 Contribution.

(a) Contribution

Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled

to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry

of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right

of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification

in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the part of any such Person

in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter,

severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated

by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions that such Underwriter is responsible

for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to

the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no Person guilty of a fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was

not guilty of such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter

or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning

of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding

the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts

and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.4 to

contribute are several in proportion to their respective underwriting obligations and not joint.

(b) Contribution

Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement

of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party

(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the

contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.

In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative

of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate therein with the

notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking

contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the

written consent of such contributing party. The contribution provisions contained in this Section 6.4 are intended to supersede, to the

extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available.

ARTICLE

VII.

MISCELLANEOUS

7.1 Termination.

(a) Termination

Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any

domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially

disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or

materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall

have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the

United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been

declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially

adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood,

accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,

will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the

Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative

shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such

adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed

with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

(b) Expenses.

In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any extensions thereof

pursuant to the terms herein, the Company shall be obligated to pay to the Representative its actual and accountable out of pocket expenses

related to the transactions contemplated herein then due and payable, including the fees and disbursements of EGS up to $25,000 (provided,

however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).

Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and

whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected by such election

or termination or failure to carry out the terms of this Agreement or any part hereof.

7.2 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Preliminary 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. Notwithstanding anything herein to the contrary, the Engagement Agreement, dated May 19, 2026 (the “Engagement

Agreement”), by and between the Company and the Representative, shall continue to be effective and the terms therein, including,

without limitation, Section 5(c) with respect to any future offerings, shall continue to survive and be enforceable by the Representative

in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement,

the terms of this Agreement shall prevail.

7.3 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 e-mail

attachment at the email address 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 e-mail attachment at the

e-mail 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.

7.4 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 the Representative. 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.

7.5 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.

7.6 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

7.7 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 either 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 Article VI, 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 with the investigation, preparation and prosecution of

such Action or Proceeding.

7.8 Survival.

The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the delivery of the

Securities.

7.9 Execution.

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

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

7.10 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.

7.11 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Underwriters

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.

7.12 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.

7.13 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.

7.14 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF

OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST

EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY

JURY.

(Signature

Pages Follow)

the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided

below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in

accordance with its terms.

Very truly yours,

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

By:

/s/ Jerry Tang

Name:

Jerry Tang

Title:

Chief Executive Officer

Address

for Notice:

1540

Broadway, Ste. 1010

New

York, NY 10036

Attn:

Jerry Tang

Email:

jerry.tang@vcvdigital.com

Copy

to:

Tahra

Wright, Esq.

Loeb

& Loeb LLP

345

Park Avenue

New

York, NY 10154

Attn:

Tahra Wright

Email:

twright@loeb.com

Accepted

on the date first above written.

LUCID

CAPITAL MARKETS, LLC

the Representative of the several

Underwriters

listed on Schedule I

By:

Lucid Capital Markets, LLC

By:

/s/ John Lipman

Name:

John Lipman

Title:

Head of Capital Markets

Address for Notice:

Lucid

Capital Markets, LLC

570

Lexington Avenue, 40th Floor

New

York, New York 10022

Attn:

John Lipman

Email:

Jlipman@lucidcm.com

Copy

to:

Ellenoff

Grossman & Schole LLP

1345

Avenue of the Americas

New

York, New York 10105

Attn:

Robert Charron

Email:

rcharron@egsllp.com

SCHEDULE

Schedule

of Underwriters

Underwriters

Closing

Warrants

Closing Purchase Price

Lucid Capital Markets, LLC

33,333,334

$ 51,700,001.03

Total

33,333,334

$ 51,700,001.03

EX-4.1 — FORM OF REPRESENTATIVE WARRANT

EX-4.1

Filename: ea029389201ex4-1.htm · Sequence: 3

Exhibit 4.1

REPRESENTATIVE COMMON STOCK PURCHASE WARRANT

BLOCKCHAIN

DIGITAL INFRASTRUCTURE, INC.

Warrant Shares: [______]

Initial Exercise Date: June 8, 2026

THIS REPRESENTATIVE COMMON STOCK

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

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

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 5, 2031 (the

“Termination Date”) but not thereafter, to subscribe for and purchase from BlockchAIn Digital Infrastructure, Inc.,

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

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

Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.

Section 1. Definitions.

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

“Affiliate”

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

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

“Bid Price”

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

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

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

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

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

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

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

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

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

and expenses of which shall be paid by the Company.

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 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.

“Registration

Statement” means the Company’s registration statement on Form S-1 (File No. 333-296413).

“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, the New York Stock

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

“Transfer

Agent” means Securities Transfer Corporation, the current transfer agent of the Company, and any successor transfer agent of

the Company.

“Underwriting

Agreement” means the underwriting agreement, dated as of June 5, 2026, among the Company and Lucid Capital Markets, LLC as representative

of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.

“VWAP”

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

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

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

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

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

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

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

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

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

“Warrants”

means this Warrant and other Representative 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 shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check

drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable

Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of

guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall

not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares

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

Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the

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

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

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

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

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

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

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

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $1.815, subject to adjustment hereunder (the

“Exercise Price”).

c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

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

(A), where:

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

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

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

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

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

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

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

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

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

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

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

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

If Warrant

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

Securities Act, the Warrant Shares shall take on the 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 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 the delivery to the Company of the Notice of Exercise and

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

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

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

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

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

Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant

Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated

damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the

date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the

Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder

rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant

remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period,

expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on

the date of delivery of the Notice of Exercise.

ii.

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

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

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

in all other respects be identical with this Warrant.

iii.

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

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

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.

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. In addition, a

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

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

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

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

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

shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day

confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of

outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the

Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of

outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the

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

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

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

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

Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to

correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

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

limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary

set forth herein, it shall be the sole responsibility of the Holder to ensure that the exercise of this Warrant, when taken together

with all other shares of Common Stock beneficially owned by the Holder and its Affiliates, does not result in the Holder (together

with its Affiliates) owning in excess of the Beneficial Ownership Limitation set forth herein. The Company shall have no obligation

or responsibility to monitor or determine the Holder’s ownership percentage or compliance with the Beneficial Ownership

Limitation and, in connection with any exercise of this Warrant, the Company shall be entitled to rely solely on the Exercise Notice

delivered by the Holder. The Company shall not be required to make any independent inquiry or investigation relating thereto.

Section 3. Certain

Adjustments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be

entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had

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

exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is

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

to be determined for the participation in such Distribution (provided, however, that, to the extent that the

Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in

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

Beneficial Ownership Limitation).

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

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

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

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

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

to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 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. Notwithstanding anything to the contrary,

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

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

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

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

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within

the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive

from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value

of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection

with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the

holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental

Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration

in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes

Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function

on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction

for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time

between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected

volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses

(1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in

such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash

consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately preceding the public announcement

of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier), (D)

a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately

available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the

date of consummation of the Fundamental Transaction.] The Company shall cause any successor entity in a Fundamental Transaction in which

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

i. Adjustment

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

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

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

ii.

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

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

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

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

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

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

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

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be

entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer

of Warrant.

Transferability. Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of

this Warrant shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days

immediately following the commencement of sales of the offering pursuant to which this Warrant is being issued, except as permitted under

FINRA Rule 5110(e)(2). Subject to the foregoing restriction, this Warrant and all rights hereunder (including, without limitation, any

registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its

designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder

or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender

and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees,

as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a

new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned

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

on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance

herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

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

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company 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.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

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

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

Business Day.

Authorized Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve 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.

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.

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

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

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

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

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

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

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 1540 Broadway, Ste. 1010, New York, NY 10036, Attention: Jolienne Halisky, Chief Financial

Officer, email address: jolienne.halisky@vcvdigital.com, with a copy (which shall not constitute notice) to Loeb & Loeb, at 345 Park

Avenue, New York, NY 10036, Attention: Tahra Wright, email address: twright@loeb.com or such other email address or address as the Company

may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the

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

addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication

or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the

next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth

in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading

Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the

party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K.

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

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

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

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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

shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted

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

shall be enforceable by the Holder or holder of Warrant Shares.

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

may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or

the beneficial owner of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

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

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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

deemed a part of this Warrant.

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

(Signature Page Follows)

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.

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: blockchain

digital infrastructure, inc.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,

if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

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

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

______________________________________

(Please Print)

Address:

______________________________________

(Please Print)

Phone Number:

______________________________________

Email Address:

______________________________________

Dated: _______________ __, ______

Holder’s Signature: _____________________

Holder’s Address: ______________________

EX-10.1 — FORM OF LOCK-UP AGREEMENT

EX-10.1

Filename: ea029389201ex10-1.htm · Sequence: 4

Exhibit 10.1

LOCK-UP AGREEMENT

June 5, 2026

Lucid Capital Markets, LLC

acting as Representative:

Re: Underwriting Agreement, dated June 5, 2026 (the “Underwriting Agreement”), by and between

BlockchAIn Digital Infrastructure, Inc. (the “Company”) and Lucid Capital Markets, LLC, (the “Representative”)

acting as representative to the several underwriters (collectively, the “Underwriters”).

Ladies and Gentlemen:

Defined terms not

otherwise defined in this letter agreement shall have the meanings set forth in the Underwriting Agreement. The undersigned irrevocably

agrees with the Company that, from the date hereof until 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 or any person

in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent

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

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

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

(the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

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 Representative may consent to an early release from the

Restriction Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and

in cases of financial emergency.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company and

Representative 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, 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, 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 will, other testamentary

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

vii) in

connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with

any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; or

viii) the entry by the securityholder

of any trading plan providing for the sale of Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange

Act; provided, that (a) 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

(b) no sale of shares of Common Stock are made pursuant to such plan during the Restriction Period.

In addition, notwithstanding

the foregoing, this letter agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any

options granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in connection

with any such exercise will be subject to the restrictions set forth in this letter agreement, or (ii) the exercise of warrants; provided

that such shares of Common Stock delivered to the undersigned in connection with such exercise are subject to the restrictions set forth

in this letter agreement.

The undersigned

acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform

under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter 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 Underwriting Agreement.

This letter agreement may

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

This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles

of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting

in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action

or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action

or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding

is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably

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

sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands

that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter 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 Underwriters.

This Letter Agreement is intended

for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any

provisions hereof be enforced by, any of other Person.

*** SIGNATURE PAGE FOLLOWS***

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.

[*]

Position in Company, if any

Address for Notice:

Blockchain Digital Infrastructure

1540 Broadway, Ste. 1010

New York, NY 10036

Attn:

By signing below, the Company

agrees to enforce the restrictions on transfer set forth in this letter agreement.

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

By:

Name:

Jerry Tang

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED JUNE 5, 2026

EX-99.1

Filename: ea029389201ex99-1.htm · Sequence: 5

Exhibit 99.1

BlockchAIn

Announces Pricing of $55 Million Public Offering of Common Stock

NEW

YORK, June 05, 2026 (GLOBE NEWSWIRE) -- BlockchAIn Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or

the “Company”), a developer and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads,

today announced the pricing of its underwritten public offering of 33,333,334 shares of its common stock at a public offering price of

$1.65 per share, for total gross proceeds of approximately $55 million, before deducting underwriting discounts and commissions and other

offering expenses. The Company intends to use the net proceeds from the offering for working capital, capital expenditures relating to

growing its business, and general corporate purposes.

All of the shares of

common stock to be sold in the offering will be sold by the Company. In addition, the Company has granted the underwriter a 45-day option

to purchase up to an additional 4,999,999 shares of its common stock at the public offering price less the underwriting discounts and

commissions. The offering is expected to close on or about June 8, 2026, subject to the satisfaction of customary closing conditions.

Lucid Capital Markets

is acting as the sole book-running manager for the offering.

A registration statement

on Form S-1 (File No. 333-296413) relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”)

on June 4, 2026. The offering is being made only by means of a prospectus, which is part of the effective registration statement. When

available, copies of the final prospectus will be filed with the SEC and may be obtained for free on the SEC’s website at www.sec.gov.

Copies of the final prospectus related to the offering may also be obtained, when available, by contacting Lucid Capital Markets, LLC,

570 Lexington Avenue, 40th Floor, New York, NY 10022.

This press release shall

not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of

these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

About BlockchAIn

BlockchAIn is a developer

and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform combines

access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation

compute capacity.

For more information,

visit https://www.aib.us/.

Forward-Looking Statements

This press release contains

“forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements

of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press

release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”

“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “project” or “continue” or the negative of these terms or other comparable terminology and

include, but are not limited to, the completion of the public offering, the satisfaction of customary closing conditions related to the

public offering and the intended use of proceeds from the public offering, statements regarding the planned conversion of CLT-01 from

data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the anticipated availability

and timing of utility load under the agreement, the planned site transition and incremental data hall capacity, the Company’s ability

to attract and contract with additional AI and HPC customers, and the Company’s growth and development pipeline. These statements are

based on various assumptions, whether or not identified in this press release, and on the current expectations of AIB’s management

and are not predictions of actual performance. You should not place undue reliance on forward-looking statements because they involve

known and unknown risks, uncertainties, and other factors, including without limitation, the performance of the utility counterparty under

the Electric Service Agreement, delays in permitting and regulatory approvals, utility interconnection and energization timing, tariff

and rate changes, equipment availability, supply chain conditions, contractor performance, site transition execution, the ability to attract

and retain key personnel to manage the business effectively, competition from existing or new offerings that may emerge, and broader market

and economic conditions. These risks, uncertainties and other factors are described more fully in the Company’s filings with the U.S.

Securities and Exchange Commission (the “SEC”). These risks, uncertainties and other factors are, in some cases, beyond the

Company’s control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable,

or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected

by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained

in this announcement are made as of this date, and the Company undertakes no duty to publicly update or correct any forward-looking statements

to reflect events or circumstances that subsequently occur or of which we hereafter become aware, except as required under applicable

law.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

AIB@mzgroup.us

www.mzgroup.us

EX-99.2 — PRESS RELEASE, DATED JUNE 9, 2026

EX-99.2

Filename: ea029389201ex99-2.htm · Sequence: 6

Exhibit 99.2

BlockchAIn Announces Closing of $55 Million

Public Offering of Common Stock

NEW YORK, June 09, 2026

(GLOBE NEWSWIRE) -- BlockchAIn Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”),

a developer and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads, announces the closing

of its previously announced underwritten public offering of 33,333,334 shares of its common stock at a public offering price of $1.65

per share, for total gross proceeds of approximately $55 million, before deducting underwriting discounts and commissions and other offering

expenses. The Company intends to use the net proceeds from the offering for working capital, capital expenditures relating to growing

its business, and general corporate purposes.

The Company has granted

the underwriter a 45-day option to purchase up to an additional 4,999,999 shares of its common stock at the public offering price less

the underwriting discounts and commissions.

Lucid Capital Markets

acted as the sole book-running manager for the offering.

The shares of common

stock issued as part of the underwritten public offering were offered pursuant to a registration statement on Form S-1 (File No. 333-296413),

which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on June 2, 2026 and declared effective on

June 4, 2026. Copies of the final prospectus can be obtained for free on the SEC’s website at www.sec.gov

or by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.

This press release shall

not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of

these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

About BlockchAIn

BlockchAIn is a developer

and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform combines

access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation

compute capacity.

For more information,

visit https://www.aib.us/.

Forward-Looking Statements

This press release contains

“forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements

of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press

release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”

“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “project” or “continue” or the negative of these terms or other comparable terminology and

include, but are not limited to, the intended use of proceeds from the public offering, statements regarding the planned conversion of

CLT-01 from data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the anticipated availability