Form 8-K

8-K — REALLOYS INC.

Accession: 0001185185-26-002649

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0001567900

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aloy8k062526.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (aloyex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (aloyex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (aloyex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (aloyex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: aloy8k062526.htm · Sequence: 1

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0001567900

2026-06-24

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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 24, 2026

REALLOYS INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41051

45-3598066

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

7280 W. Palmetto Park Rd., Suite 302N

Boca Raton, FL

33433

(Address of principal executive

offices)

(Zip Code)

972-726-9203

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check

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

any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

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

Title of each class

Trading Symbol(s)

Name of each exchange

on which

registered

Common Stock, par value $0.001 per share

ALOY

The

Nasdaq Stock Market

Indicate

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

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

Emerging

growth company ☐

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

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

Item 1.01 Entry into a Material Definitive

Agreement.

Securities Purchase Agreement

On June 24, 2026, REalloys Inc. (the “Company”)

entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the

“Purchasers”).

Pursuant to the Purchase Agreement, the Company

agreed to issue and sell to the Purchasers, in a private placement (the “Offering”), an aggregate of approximately

7,017,540 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), at a purchase price of $14.25 per share.

The aggregate gross proceeds to the Company from

the Offering are expected to be approximately $100 million, before deducting placement agent fees and estimated offering expenses.

Clear Street LLC (“Clear Street”)

acted as placement agent for the Offering.

The Purchase Agreement contains customary representations,

warranties, covenants and indemnification provisions. The Company has agreed that, for 45 days following the effective date of the resale

registration statement, it will not (subject to certain exceptions, including an Exempt Issuance) issue Common Stock or Common Stock equivalents.

The Company intends to use the net proceeds from

the Offering for general corporate and working capital purposes, subject to the limitations set forth in the Purchase Agreement.

The closing of the Offering (the “Closing”)

is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions.

Registration Rights Agreement

In connection with the Offering, the Company and

the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant

to which the Company agreed to file with the Securities and Exchange Commission (the “Commission”) one or more

registration statements covering the resale of the Shares, and to use its best efforts to cause such registration statement(s) to become

effective within the time periods set forth therein and to keep them effective until the Shares may be sold without restriction under

Rule 144 or have been sold.

Lock-Up Agreements

In connection with the Offering, the Company’s

officers and directors entered into Lock-Up Agreements restricting certain sales and dispositions of Company securities for the period

set forth therein.

The foregoing descriptions of the Purchase Agreement,

the Registration Rights Agreement and the form of Lock-Up Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Shares were offered and sold (or will be issued)

in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions

not involving any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a)

of Regulation D under the Securities Act, and that it was acquiring the securities for its own account and not with a view to, or for

resale in connection with, any distribution thereof in violation of the Securities Act. Neither the Company nor any person acting on its

behalf engaged in any general solicitation or general advertising in connection with the Offering. The securities have not been registered

under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration

requirements.

Item 7.01 Regulation FD Disclosure.

On June 24, 2026, the Company issued a press release

announcing the pricing of the Offering described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K.

In accordance with General Instruction B.2 of

Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the

Securities Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Securities Purchase Agreement, dated June 24, 2026, by and among the Company and the Purchasers.

10.2

Form of Registration Rights Agreement, dated June 24, 2026, by and among the Company and the Purchasers.

10.3

Form of Lock-Up Agreement.

99.1

Press Release, dated June 24, 2026 (furnished pursuant to Item 7.01 of Form 8-K).

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements

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

hereunto duly authorized.

REALLOYS INC.

Date: June 25, 2026

By:

/s/ Leonard Sternheim

Name:

Leonard Sternheim

Title:

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: aloyex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, by and among REalloys Inc., a Nevada

corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors

and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below),

and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser,

severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions.

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

set forth in this Section 1.1:

“Additional

Information” shall have the meaning ascribed to such term in Section 3.2(g).

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

means, collectively, any 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, country, local or foreign).

“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.

“Anti-Corruption

Laws” shall have the meaning ascribed to such term in Section 3.1(ll).

“Anti-Money

Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(mm).

“Board

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

“BSA/PATRIOT

ACT” means the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing

regulations.

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

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

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Shares, in each case, have been satisfied or waived.

“Code”

means the Internal Revenue Code of 1986, as amended from time to time.

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Haynes and Boone, LLP.

“Company

Financial Assurances” shall have the meaning ascribed to such term in Section 3.1(w).

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Disqualification

Event” shall have the meaning ascribed to such term in Section 3.1(rr).

“Effective

Date” means the earliest of the date that (a) the initial Registration Statement registering for resale all Shares has been

declared effective by the Commission or has become effective automatically upon filing, as applicable, (b) all of the Shares have been

sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current

public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary

of the Closing Date provided that a holder of Shares is not an Affiliate of the Company, or (d) all of the Shares may be sold pursuant

to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company

Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares

pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

“Environmental

Laws” shall have the meaning ascribed to such term in Section 3.1(v)

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder.

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers 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) shares

of Common Stock issued to consultants or advisors of the Company as compensation for services rendered to the Company pursuant to written

consulting, advisory or services agreements, provided that such shares are issued as “restricted securities” (as defined

in Rule 144), (c) other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding

on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number

of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection

with stock splits or combinations) or to extend the term of such securities, 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 during the prohibition period in Section 4.11(a) herein, and provided that any such issuance shall only be to

a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset

in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment

of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital

or to an entity whose primary business is investing in securities.

“Export

and Import Laws” shall have the meaning ascribed to such term in Section 3.1(qq).

“FCPA”

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

“Financial

Assurances” shall have the meaning ascribed to such term in Section 3.1(w).

“FINRA”

means the Financial Industry Regulatory Authority.

“Fundamental

Representations” means the representations and warranties made by the Company in Sections 3.1(a) (Organization and Good Standing),

(b) (Authorization; Enforcement), (c) (The Shares), (d) (Capitalization), (f) (No Conflicts), (g) (Filings, Consents and Approvals),

(i) (Financial Statements), (m) (No Violation or Default), (o) (Investment Company Act), (ee) (Private Placement), (ff) (No General Solicitation),

(gg) (Listing), (ii) (Sarbanes-Oxley Act)

“GAAP”

means the generally accepted accounting principles in the United States.

“GDPR”

means the European Union General Data Protection Regulation (EU 2016/679).

“Governmental

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Grassi”

means Grassi & Co. CPAs, P.C.

“HLREE”

means the Hoidas Lake Rare Earth Element Project.

“Intellectual

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

“Intellectual

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

“Issuer

Covered Person” shall have the meaning ascribed to such term in Section 3.1(rr).

“IT

Systems” shall have the meaning ascribed to such term in Section 3.1(r).

“Knowledge”

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

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens”

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

“Lock-up

Agreement” means the Lock-Up Agreements, dated as of June 24, 2026, by and between the Company and all officers and directors

of the Company, substantially in the form attached hereto as Exhibit B.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(a).

“Mining

Rights” shall have the meaning ascribed to such term in Section 3.1(w).

“Mining

Safety Laws” shall have the meaning ascribed to such term in Section 3.1(w).

“Nasdaq”

means the Nasdaq Capital Market.

“Non-Party

Affiliates” shall have the meaning ascribed to such term in Section 5.9(c).

“OFAC”

means the U.S. Treasury Office of Foreign Assets Control.

“OFAC

List” shall have the meaning ascribed to such term in Section 3.2(k).

“PCAOB”

means the Public Company Accounting Oversight Board (United States).

“Per

Share Purchase Price” equals $14.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

“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.

“Personal

Data” shall have the meaning ascribed to such term in Section 3.1(q).

“Placement

Agent” means Clear Street LLC.

“Policies”

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

“Privacy

Laws” shall have the meaning ascribed to such term in Section 3.1(q).

“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.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,

in the form of Exhibit A attached hereto.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale by the Purchasers of the Shares.

“Regulation

S-K 1300” means Subpart 1300 of Regulation S-K under the Securities Act.

“Representatives”

shall have the meaning ascribed to such term in Section 3.2(g).

“Required

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

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

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

as such Rule.

“Rule

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

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

as such Rule.

“Sanctions”

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

“Sanctioned

Country” shall have the meaning ascribed to such term in Section 3.1(nn).

“SEC

Reports” means all of the Company’s filed reports, schedules, forms, statements and other documents required to be filed

by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years

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

the exhibits thereto and documents incorporated by reference therein.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Stephano”

means Stephano Slack LLC.

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Technical

Report Summary” shall have the meaning ascribed to such term in Section 3.1(x).

“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, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange

(or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Registration Rights Agreement, the Lock-up Agreements, all exhibits and schedules thereto

and hereto 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 a mailing address of 2901 Dallas

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

“Victor”

means Victor Mokuolu, CPA PLLC.

ARTICLE

II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase, an aggregate of approximately 7,017,540 of Shares. Each Purchaser shall deliver to the Company,

via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page

hereto executed by such Purchaser. The Company shall deliver to each Purchaser its respective Shares, as determined pursuant to Section

2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such

other location (including remotely by electronic transmission). In the event that the Closing has not occurred within five (5) Business

Days after the expected Closing Date, unless otherwise agreed by the Company and a Purchaser solely in relation to such Purchaser’s

subscription hereunder, the Company shall, promptly (but no later than one (1) Business Day thereafter) return the previously wired Subscription

Amount by wire transfer of United States dollars in immediately available funds to the account specified by each applicable Purchaser;

provided, that, unless this Agreement has been terminated pursuant to Section 5.1, such return of funds shall not terminate this Agreement

or relieve such Purchaser of its obligation to purchase, or the Company of its obligation to issue and sell, the Shares at the Closing.

2.2 Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to

the Placement Agent and Purchasers;

(iii) the

Lock-Up Agreements;

(iv) the

Company shall have provided each Purchaser with the Company’s wire instructions;

(v) a

copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate

evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered

in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder

as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably

satisfactory to such Purchaser; and

(vi) the

Registration Rights Agreement duly executed by the Company.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this

Agreement duly executed by such Purchaser;

(ii) such

Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company;

(iii) the

Registration Rights Agreement duly executed by such Purchaser.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company;

(v) the

Company shall have filed with Nasdaq a Listing of Additional Shares notice form for the listing of the Shares and shall not have received

any objection to such notice from Nasdaq; and from the date hereof to the Closing Date, trading in the Common Stock shall not have been

suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities

generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on

securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either

by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or

other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market

which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the

Closing; and

(vi) after

giving effect to the issuance of the Shares pursuant this Agreement, on the Closing Date, no fewer than 68,782,081 shares of Common Stock

of the Company will have been issued and outstanding, and all such issued and outstanding shares of Common Stock shall have been issued

prior to or contemporaneously with the issuance of the Shares to the Purchasers.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports (other than as to the Fundamental Representation, which are

not so qualified), which shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of

the disclosure contained in the corresponding section of the SEC Reports, the Company hereby makes the following representations and

warranties to each Purchaser:

(a) Organization

and Good Standing. The Company and each of its Subsidiaries have been duly organized and are validly existing as corporations or

other legal entities in good standing (or the equivalent thereof) under the laws of their respective jurisdictions of organization, except

with respect to the Subsidiaries where the failure to be in good standing could not reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect (as defined below). The Company and each of its Subsidiaries are duly qualified to do business and

are in good standing as foreign corporations or other legal entities in each jurisdiction in which such qualification is required and

have all power and authority (corporate or other) necessary to own or hold their respective properties and to conduct the businesses

in which they are engaged, except where the failure to so qualify or have such power or authority would not (a) have, individually or

in the aggregate, a material adverse effect on the business, properties, assets, general affairs, management, financial position, prospects,

stockholders’ equity or results of operations of the Company and its Subsidiaries taken as a whole, or (b) impair in any material

respect the ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by

this Agreement (any such effect as described in clauses (a) or (b), a “Material Adverse Effect”).

(b) Authorization;

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

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

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

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

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

law.

Shares. The Shares 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 other than restrictions

on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number

of shares of Common Stock issuable pursuant to this Agreement.

(d) Capitalization.

The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. 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. No Person has any right of first refusal, preemptive right, right of participation,

or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase

and sale of the Shares and as set forth in SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls

or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or

contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional

shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate

the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding

securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the

Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,

fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding

shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval

or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. 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.

(e) No

Restrictions on Subsidiaries. Except as described in the SEC Reports, no Subsidiary of the Company is currently prohibited, directly

or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company,

from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such

Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary

of the Company.

(f) 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 Shares and the consummation by it of the transactions contemplated hereby and thereby do

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

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

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

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

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

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

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

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

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

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

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

(g) Filings,

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

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

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

pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission pursuant to the Registration Rights Agreement, (iii) the

notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares and the listing of the Shares

for trading thereon in the time and manner required thereby, (iv) the filing of Form D with the Commission and (v) such filings as are

required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(h) Independent

Auditors. Each independent registered public accounting firm whose report is included or incorporated by reference in the SEC Reports,

including Grassi, Victor and Stephano, was, as of the date of each such report and for the periods covered thereby, an independent registered

public accounting firm with respect to the applicable audited entity within the meaning of Article 2-01 of Regulation S-X and the rules

of the PCAOB.

(i) Financial

Statements. The financial statements, together with the related notes, included or incorporated by reference in the SEC Reports fairly

present in all material respects the financial position and the results of operations and changes in financial position of the Company

and its consolidated Subsidiaries at the respective dates or for the respective periods therein specified. Such statements and related

notes have been prepared in accordance with GAAP (in effect as of the applicable date or period of time) applied on a consistent basis

throughout the periods involved except as may be set forth in the related notes included or incorporated by reference in the SEC Reports.

The financial statements, together with the related notes, included in the SEC Reports comply in all material respects with Regulation

S-X. All information contained in the SEC Reports regarding “non-GAAP financial measures” (as defined in Regulation G) complies

with Regulation G and Item 10 of Regulation S-K, to the extent applicable.

(j) eXtensible

Business Reporting Language. The interactive data in eXtensible Business Reporting Language included in the SEC Reports fairly presents

the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines

applicable thereto.

(k) No

Material Adverse Change. Neither the Company nor any of its Subsidiaries has sustained, since the date of the latest audited financial

statements included in the SEC Reports, (a) any material loss or interference with its business from fire, explosion, flood or other

calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any court or governmental or regulatory

authority, other than as set forth or contemplated in the SEC Reports; (b) any change in the capital stock (other than the issuance of

shares of Common Stock upon exercise of stock options and warrants described as outstanding in the SEC Reports or any award under any

Exempt Issuances) or long-term debt of the Company or any of its Subsidiaries, or any dividend or distribution of any kind declared,

set aside for payment, paid or made by the Company on any class of Common Stock; or (c) any material adverse changes, or any development

involving a prospective material adverse change, in or affecting the business, properties, assets, general affairs, management, financial

position, prospects, stockholders’ equity or results of operations of the Company and its Subsidiaries taken as a whole, other

than as set forth or contemplated in the SEC Reports.

(l) Legal

Proceedings. Except as set forth in the SEC Reports, there is no legal or governmental proceeding pending to which the Company or

any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries is the subject that is

required to be described in the SEC Reports, or which, if determined adversely to the Company or any of its Subsidiaries, could reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect; and no such proceedings are, to the actual knowledge

of any of (1) the Company’s Chief Executive Officer, and (2) the Company’s Chief Financial Officer, in each case, after reasonable

investigation and due diligence inquiry, including inquiry of all officers, directors, and employees of the Company under such Person’s

direct supervision who would reasonably be expected to have knowledge or information with respect to the matter in question (“Knowledge”),

threatened by governmental or regulatory authorities or threatened by others.

(m) No

Violation or Default. Neither the Company nor any of its Subsidiaries is (a) in violation of its charter or by-laws (or analogous

governing instrument, as applicable), (b) in default in any respect, and no event has occurred which, with notice or lapse of time or

both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture,

mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to

which any of its property or assets is subject or (c) in violation in any respect of any law, ordinance, governmental rule, regulation

or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (b) and (c) above,

for any such violation or default that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect.

(n) Licenses

or Permits. The Company and each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by, and

have made all declarations and filings with, the appropriate local, state, federal or foreign governmental or regulatory agencies or

bodies that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as

described in the SEC Reports (collectively, the “Governmental Permits”) except where any failures to possess or make

the same could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries

are in compliance with all such Governmental Permits, except where any failures to comply could not reasonably be expected to, individually

or in the aggregate, have a Material Adverse Effect. All such Governmental Permits are valid and in full force and effect, except where

the validity or failure to be in full force and effect could not reasonably be expected, individually or in the aggregate, to have a

Material Adverse Effect. Neither the Company nor any Subsidiary, to its Knowledge, has received any written notification of any revocation,

modification, suspension, termination or invalidation of any such Governmental Permit and the Company has no reason to believe that any

such Governmental Permit will not be renewed.

(o) Investment

Company Act. Neither the Company nor any of its Subsidiaries is or, after giving effect to the offer and sale of the Shares and the

application of the proceeds thereof, will be required to register as an “investment company” or an entity “controlled”

by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations

of the Commission thereunder.

(p) Intellectual

Property. To the Company’s Knowledge, the Company and its Subsidiaries own or possess the valid right to use all (a) valid

and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet

domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”)

and (b) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain

names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information,

systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses

as currently conducted, and as proposed to be conducted and described in the SEC Reports. The Company and its Subsidiaries have not received

any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise

violate, valid and enforceable Intellectual Property Rights of any other Person, and have not received written notice of any challenge,

which is to their Knowledge still pending, by any other Person to the rights of the Company and its Subsidiaries with respect to any

Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s

Knowledge, the Company and its Subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any

misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other Person. All licenses

for the use of the Intellectual Property Rights described in the SEC Reports are valid, binding upon, and enforceable by or against the

parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received

any asserted or threatened claim of breach of, any intellectual property license, and the Company has no knowledge of any breach or anticipated

breach by any other Person to any intellectual property license. To the Company’s Knowledge, no claim has been made against the

Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license

in or other intellectual property right or franchise right of any Person. The Company has taken all reasonable steps to protect, maintain

and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements.

The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional

amounts with respect to, nor require the consent of any other Person in respect of, the Company's right to own, use, or hold for use

any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted.

(q) Privacy

Laws. The Company and its Subsidiaries are, and at all prior times were, to the Company’s Knowledge, in material compliance

with all applicable data privacy and security laws and regulations; and the Company and its Subsidiaries have taken all necessary actions

to comply with the GDPR (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and

its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis

of Personal Data (the “Policies”). The Company provides accurate notice of its Policies to its customers, employees,

third party vendors and representatives, to the extent required by Privacy Law or the Policies. “Personal Data” means

(a) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information,

or customer or account number; (b) any information which would qualify as “personally identifying information” under the

Federal Trade Commission Act, as amended; (c) “Protected Health Information” as defined by the Health Insurance Portability

and Accountability Act; (d) “personal data” as defined by GDPR; and (e) any other piece of information that allows the identification

of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s

health or sexual orientation. Neither the Company nor any of its Subsidiaries, (x) has received written notice of any actual or potential

liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no Knowledge of any event or condition

that could reasonably be expected to result in any such notice; (y) is currently conducting or paying for, in whole or in part, any investigation,

remediation or other corrective action pursuant to any Privacy Law; or (z) is a party to any order, decree, or agreement that imposed

any obligation or liability under any Privacy Law.

(r) IT

Systems. To the Company’s Knowledge, the Company and its Subsidiaries’ information technology assets and equipment, computers,

systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate

for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and

its Subsidiaries as currently conducted. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls,

policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, operation, redundancy

and security of all IT Systems and data (including Personal Data) used in connection with their businesses, and to the Company’s

Knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been

remedied without material cost or liability. The Company and its Subsidiaries are presently in material compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority

with competent jurisdiction, internal policies relating to the privacy and security of IT Systems and to the protection of such IT Systems

from unauthorized use, access, misappropriation or modification.

(s) Title

to Real and Personal Property. The Company and each of its Subsidiaries have sufficient title in and (in the case of real property)

to, or have valid and sufficient rights to lease or otherwise use, all items of real or personal property which are material to the business

of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims

and defects except any that (a) do not, individually or in the aggregate, 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 or any of its Subsidiaries or (b) could not reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s Knowledge, with respect to any

leased properties or assets, the Company and each of its Subsidiaries have valid leasehold interests in all items of real or personal

property which are material to the business of the Company and its Subsidiaries taken as a whole.

(t) No

Labor Dispute. There is (a) no significant unfair labor practice complaint pending against the Company, or any of its Subsidiaries,

nor to the Company’s Knowledge, threatened against it or any of its Subsidiaries, before the National Labor Relations Board, any

state or local labor relation board or any foreign labor relations board, and no significant grievance or significant arbitration proceeding

arising out of or under any collective bargaining agreement is so pending against the Company or any of its Subsidiaries, or, to the

Company’s Knowledge, threatened against it or them and (b) no labor disturbance by or dispute with employees of the Company or

any of its Subsidiaries or, to the Company’s Knowledge, contemplated or threatened, and the Company is not aware of any existing

or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal suppliers, manufacturers, customers

or contractors, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(u) Compliance

with ERISA. No “prohibited transaction” (as defined in Section 406 of ERISA, or Section 4975 of the Code) or “accumulated

funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than

events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred or could

reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its Subsidiaries which could reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s Knowledge, each employee benefit

plan of the Company or any of its Subsidiaries is in compliance in all material respects with applicable law, including ERISA and the

Code. To the Company’s Knowledge, the Company and its Subsidiaries have not incurred, and could not reasonably be expected to incur,

liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA). To

the Company’s Knowledge, each pension plan for which the Company or any of its Subsidiaries would have any liability that is intended

to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which

could, individually or in the aggregate, cause the loss of such qualification.

(v) Environmental

Laws and Hazardous Materials. The Company and its Subsidiaries are in compliance with all foreign, federal, state and local rules,

laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of

health and safety or the environment which are applicable to their businesses (“Environmental Laws”) other than any

lack of compliance that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except

as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there has been no storage,

generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes

or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or, to the Company’s Knowledge,

any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwise be liable) upon any of the property

now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other property, in violation of any Environmental

Laws; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding

such property of any toxic or other wastes or other hazardous substances in violation of Environmental Laws with respect to which the

Company or any of its Subsidiaries has Knowledge.

(w) Mining

Safety Laws and Financial Assurances; Mining Rights. The Company and its Subsidiaries are in compliance with all foreign, federal,

state and local rules, laws and regulations relating to the exploration, extraction, mining, processing, storage, loading, selling, trading,

shipping, transportation and delivery of minerals as well as safety and health and reclamation and mine closure requirements related

to or arising out of such activities, including (a) the Surface Mining Control and Reclamation Act of 1977, 30 U.S.C. §§ 1201

et. seq.; (b) the Federal Mine Safety and Health Act of 1977, 30 U.S.C. §§ 801 et. seq.; and (c) the Occupational and Safety

Health Act of 1970, 29 U.S.C. §§ 652 et. seq., in each case including any implementing regulations and any state analogs (“Mining

Safety Laws”) other than any lack of compliance that could not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect: (i) the Company, its Subsidiaries and each of their affiliates have, in the amounts and forms required, obtained or provided

or posted all deposits, bonds, sureties, letters of credit, trust funds, bid bonds, performance bonds, reclamation bonds, guarantees,

indemnity agreements and other financial assurances (collectively, “Financial Assurances”) as are (A) required under

any applicable Governmental Permits for the operation of their respective businesses as currently conducted of the Company and its Subsidiaries,

Mining Safety Laws or Environmental Laws in connection with the Company and its Subsidiaries’ business for reclamation and mine

closure, including for land, water or other natural resources at any real property of the Company or its Subsidiaries, or otherwise or

(B) otherwise required or maintained in connection with the Company or its Subsidiaries business (collectively, the “Company

Financial Assurances”); (ii) the execution, delivery and performance of this Agreement by the Company, the issue and sale of

the Shares by the Company and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time,

or both) violate, conflict with or result in the breach or termination of, or otherwise give any other Person the right to terminate,

or constitute a default, event of default or an event that would constitute a default or event of default under the terms of, any Company

Financial Assurance; and (iii) each of the Company and its Subsidiaries is in compliance with all Financial Assurances posted by each

of the Company and its Subsidiaries in connection with its respective obligations. With respect to the Mining Rights (as defined below)

of the Company and its Subsidiaries, except as would not cause a Material Adverse Effect: (1) the Mining Rights collectively constitute

all Mining Rights that are reasonably required for the conduct of the business as presently conducted by the Company and its Subsidiaries;

(2) to the Company’s Knowledge, each of the Mining Right is valid, in good standing and is not liable to forfeiture, termination,

cancellation or suspension for any currently existing reason; (3) neither the Company nor any of its Subsidiaries has received notice

of any unremedied material breach by the Company or any of its Subsidiaries, nor has anything occurred or been omitted which would be

a material breach by the Company or any of its Subsidiaries but for the requirement of notice or lapse of time or both, of any statutory

requirement or any other material conditions relating to each Mining Right; (4) all material rent, royalties and other statutory

and contractual payments due in respect of each Mining Right have been paid; (5) neither the Company nor any of its Subsidiaries is party

to any, and to the Knowledge of the Company and its Subsidiaries, there is no, joint venture agreement, stockholder agreement, partnership

agreement, voting agreement, powers of attorney, co-ownership agreement, co-tenancy agreements, management agreements or any other existing

oral or written agreement of any kind which does or would have any material adverse impact on record or possessory title to the mineral

estate of the Mining Rights, or the access to, exploration, development or mining of same, and no other Person has any interest in the

Mining Rights or any right to acquire or otherwise obtain any such interest; (6) except as set forth in the SEC Reports, there are no

options, back-in rights, earn-in rights, rights of first refusal, rights of first offer, preemptive rights, off-take rights or similar

provisions or rights which would materially affect the interest of the Company of any of its Subsidiaries in the Mining Rights; (7) neither

the Company nor any of its Subsidiaries has received any notice in writing from any governmental or regulatory authority or any Person

with jurisdiction or applicable authority, of any revocation or intention to revoke the interests of the Company or any of its Subsidiaries

in or file a contest action related to the Mining Rights; and (8) the Company and its Subsidiaries have the right to use all information

and data pertaining to the Mining Rights in their possession. “Mining Rights” means all interests and rights of the

Company and its Subsidiaries in mining claims, concessions, exploration, reconnaissance, exploitation or extraction rights, surface rights,

subsurface rights, access rights or similar rights, that are held by way of Governmental Permits, leases or otherwise.

(x) Mineral

Information. The HLREE is the only resource project currently material to the Company in which the Company or its Subsidiaries have

an interest. The information contained in, related to or derived from the Technical Report Summary (the “Technical Report Summary”)

for the HLREE dated December 6, 2024, prepared by Micon International Limited, an independent consulting firm, is based on or derived

from sources that the Company reasonably believes to be reliable and accurate in all material respects and represent its good faith estimate

that is made on the basis of data derived from such sources, and the Company has obtained the written consent to the use of such data

from such sources to the extent required, except as disclosed in the public record. The Company is in compliance, in all material respects,

with the provisions of Regulation S-K 1300 to the extent applicable to the Company, and has filed all technical reports required to be

filed pursuant thereto and made all disclosures required by Regulation S-K 1300 and there has been no material change of which the Company

is or reasonably should be aware that would materially disaffirm or materially change any aspect of the Technical Report Summary or that

would require the filing of a new technical report summary under in accordance with Regulation S-K 1300.

(y) Taxes.

The Company and its Subsidiaries each (a) have timely filed all necessary federal, state, local and foreign tax returns, and all such

returns were true, complete and correct, (b) have paid all federal, state, local and foreign taxes, for which it is liable, including,

without limitation, all sales and use taxes and all taxes which the Company or any of its Subsidiaries is obligated to withhold from

amounts owing to employees, creditors and third parties, and (c) do not have any tax deficiency or claims outstanding or assessed or,

to their Knowledge, proposed against any of them, except those, in each of the cases described in clauses (a), (b) and (c) above, that

could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(z) Insurance.

The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company reasonably

believes is adequate for the conduct of their respective businesses and the value of their respective properties. Neither the Company

nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such

coverage expires or obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that could not

reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice

from any insurer, agent of such insurer or the broker of the Company or any of its Subsidiaries that any material capital improvements

or any other material expenditures (other than premium payments) are required or necessary to be made in order to continue such insurance.

(aa) Accounting

Controls. The Company and each of its Subsidiaries maintains a system of “internal control over financial reporting”

(as such term is defined in Rule 13a-15(f) of the Exchange Act Rules and Regulations) that complies in all material respects with the

requirements of the Exchange Act and has been designed by their respective principal executive and principal financial officers, or under

their supervision, to provide reasonable assurances that (a) transactions are executed in accordance with management’s general

or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with

GAAP and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general

or specific authorization; (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences and (e) interactive data in eXtensible Business Reporting Language included in the SEC

Reports has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s internal

control over financial reporting is effective at the reasonable assurance level. Except as described in the SEC Reports, since the end

of the Company’s most recent audited fiscal year, there has been (x) no material weakness in the Company’s internal control

over financial reporting (whether or not remediated) and (y) no change in the Company’s internal control over financial reporting

that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(bb) Disclosure

Controls. The Company and its Subsidiaries maintain disclosure controls and procedures (as such is defined in Rule 13a-15(e) of the

Exchange Act Rules and Regulations) that comply in all material respects with the requirements of the Exchange Act; such disclosure controls

and procedures have been designed to ensure that information required to be disclosed by the Company and its Subsidiaries in reports

that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and

communicated to the Company’s management to allow timely decisions regarding disclosures. The Company and its Subsidiaries have

conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

(cc) No

Registration Rights. Other than to each of the Purchasers pursuant to the Registration Rights Agreement, no Person has the right

to require registration of shares of Common Stock or other securities of the Company or any of its Subsidiaries.

(dd) No

Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with

any Person (other than this Agreement and the engagement letter or other agreement with the Placement Agent) that would give rise to

a valid claim against the Company or any of its Subsidiaries or the Placement Agent for a brokerage commission, finder’s fee or

like payment in connection with the offering and sale of the Shares or any transaction contemplated by this Agreement, other than fees

payable to the Placement Agent pursuant to such engagement letter or agreement.

(ee) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration

under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers as contemplated hereby. The

issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.

(ff) No

General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Shares by

any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchasers and certain

other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(gg) Listing.

The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to,

or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor

has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in

SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which

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

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

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

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

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

(hh) Form

S-3 ASR Eligibility. The Company is eligible to register the resale of the Shares for resale by the Purchasers on a Registration

Statement on Form S-3 pursuant to Instruction D of such Form. The Company is not an “ineligible issuer” and is a well-known seasoned

issuer, in each case as defined under the Securities Act.

(ii) Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or, to the Company’s Knowledge, any of the Company’s

officers or directors, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of

2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906

related to certifications.

(jj) Acknowledgment

Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their

respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(kk)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement

or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by

the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing

or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company

or to hold the Shares for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including,

without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement

transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties

in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”

position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s

length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one

or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such

hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time

that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute

a breach of any of the Transaction Documents.

(ll) No

Unlawful Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective

directors, officers or employees nor, to the Knowledge of the Company and its Subsidiaries, any agents, affiliate or other Person acting

on behalf of the Company or any Subsidiary, has (a) used any corporate funds for unlawful contributions, gifts, entertainment or other

unlawful expenses relating to political activity, (b) made any direct or indirect unlawful payment to foreign or domestic government

officials or employees, political parties or campaigns, political party officials, or candidates for political office from corporate

funds, (c) violated or is in violation of any provision of the FCPA or any applicable anti-corruption laws, rules, or regulation of any

other jurisdiction in which the Company or any Subsidiary conducts business (collectively, the “Anti-Corruption Laws”),

or (d) made any other unlawful bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any Person. The Company

and its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed

to promote and ensure compliance with all Anti-Corruption Laws, except where any failures to comply could not reasonably be expected

to, individually or in the aggregate, have a Material Adverse Effect.

(mm) Compliance

with Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in material

compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended

by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act

of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries

conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body with competent jurisdiction or any arbitrator involving the Company

or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

(nn) Sanctions.

Neither the Company nor any of its Subsidiaries, directors, officers, or employees, nor, to the Knowledge of the Company, any authorized

agent, affiliate or other Person authorized to act on behalf of the Company or any of its Subsidiaries is currently the subject or the

target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets

Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as

a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union,

His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company

or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including,

without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other Covered Region

of Ukraine identified pursuant to Executive Order 14065, the Crimea region and non-government controlled areas of the Zaporizhzhia and

Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will

not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available

such proceeds to any Subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities of or business with any

Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (b) to fund or facilitate any activities

of or business in any Sanctioned Country or (c) in any other manner that will result in a violation by any Person (including any Person

participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the

Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any

Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(oo) No

Associated Persons; FINRA Matters. Neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly

or indirectly controls, is controlled by, or is under common control with, or is an associated Person (within the meaning of Article

I, Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA.

(pp) No

Acquisitions or Dispositions. Except as are described in the SEC Reports, there are no contracts, letters of intent, term sheets,

agreement, arrangements or understandings with respect to the direct or indirect acquisition or disposition by the Company of material

interests in real or personal property.

(qq) Export

and Import Laws. Each of the Company and the Subsidiaries, and, to the Company’s Knowledge, each of their Affiliates and any

director, officer, authorized agent or employee of, or other Person authorized to act on behalf of, the Company has acted at all times

in compliance in all material respects with applicable Export and Import Laws (as defined below) and there are no claims, complaints,

charges, investigations or proceedings pending or expected or, to the Knowledge of the Company, threatened between the Company or any

of the Subsidiaries and any governmental authority under any Export or Import Laws. The term “Export and Import Laws”

means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended,

the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of

services to non-U.S. parties or the export and import of articles or information from and to the United States of America, and all similar

laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export

and import of articles and information from and to the foreign country to parties not of the foreign country.

(rr) No

Disqualification Events. With respect to the Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities

Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company

participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,

calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with

the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad

Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure

obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(ss) Other

Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that

has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

(tt) Notice

of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing Date

of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably

be expected to become a Disqualification Event relating to any Issuer Covered Person.

(uu) Compliance

with Applicable Law. The Company is, and at all times during the three (3) years preceding the date of this Agreement has been, in

material compliance with the applicable requirements of (i) the Federal Acquisition Regulation (48 C.F.R. Chapter 1); (ii) the Defense

Federal Acquisition Regulation Supplement (48 C.F.R. Chapter 2); and (iii) all other applicable federal, state, and local laws, regulations,

rules, and executive orders governing the award, administration, performance, and termination of government contracts and subcontracts

(collectively, “Government Contracting Laws”). The Company has not received any written notice of, nor to its Knowledge

is there any pending or threatened, claim, demand, audit finding, show cause notice, cure notice, or termination for default alleging

any material violation of any Government Contracting Law.

(vv) Status

of Government Contracts. All contracts, subcontracts, task orders, delivery orders, basic ordering agreements, and blanket purchase

agreements between the Company and any governmental authority, or between the Company and any prime contractor or higher-tier subcontractor

in connection with a contract with any governmental authority, that are currently in effect or were in effect at any time during the

preceding three (3) years (collectively, “Government Contracts”) are in material full force and effect in accordance

with their terms. The Company is not in material breach or default under any Government Contract, and no counterparty to any Government

Contract has provided written notice of any termination for default, termination for convenience, stop-work order, or cure notice that

remains unresolved as of the date hereof.

(ww) 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 Code.

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of the Closing Date to the Company and the Placement Agent as follows (unless as of a specific date therein, in which

case they shall be accurate as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited

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

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

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

law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty

not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable

federal and state securities laws). Such Purchaser understands that the Shares are “restricted securities” and have not been

registered under the Securities Act or any applicable state securities law and is acquiring such Shares as principal for his, her or

its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities

Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities

Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute

or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation

and warranty not limiting such Purchaser’s right to sell such Shares pursuant to the Registration Statement or otherwise in compliance

with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Shares, it was either: (i) an “accredited investor” as defined in

Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional

buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser acknowledges that it is aware that there are substantial

risks incident to the purchase and ownership of the Shares, including those set forth in the SEC Reports. Such Purchaser has such knowledge

and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares,

and such Purchaser has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as such Purchaser

has considered necessary to make an informed investment decision. Such Purchaser (i) is an institutional account as defined in FINRA

Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment

risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,

and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Such Purchaser understands

and acknowledges that, assuming the accuracy of the Company’s representations, the purchase and sale of the Shares hereunder meets

(i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(d) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms

of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, (A) in

the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such

Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio

manager that made the investment decision to purchase the Shares covered by this Agreement, and (B) in the case of a Purchaser that has

implemented internal information barriers pursuant to information controls policy to “wall-off” certain trading personnel,

the representations set forth above shall only apply to such walled-off trading personnel. Other than to other Persons party to this

Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other

advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection

with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt,

nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing

shares in order to effect Short Sales or similar transactions in the future.

(e) Shares

Not Registered; Legend. Such Purchaser acknowledges and agrees that the Shares are being offered in a transaction not involving any

public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or the

securities laws of any state in the United States or other jurisdiction and that the Company is not required to register the Shares except

as set forth in the Registration Rights Agreement. Such Purchaser acknowledges and agrees that the Shares may not be offered, resold,

transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act,

except (i) to the Company or a Subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the

Securities Act (including without limitation a private resale pursuant to so called “Section 4(a)1½”), or (iii) an

ordinary course pledge such as a broker lien over account property generally, and, in each of clauses (i)-(iii), in accordance with any

applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing

the Shares shall contain a restrictive legend to such effect. Such Purchaser acknowledges and agrees that the Shares will be subject

to these securities law transfer restrictions, and as a result of these transfer restrictions, such Purchaser may not be able to readily

offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in

the Shares for an indefinite period of time. The Purchaser acknowledges and agrees that the Shares will not be immediately eligible for

offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least six months from

the date of this Agreement. Such Purchaser acknowledges and agrees that it has been advised to consult legal counsel prior to making

any offer, resale, pledge or transfer of any of the Shares.

(f) Non-Reliance.

Such Purchaser understands and agrees that it is purchasing the Shares directly from the Company. Each Purchaser further acknowledges

that there have not been, and such Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements

made to such Purchaser by the Company, the Placement Agent, or any of their respective Affiliates or any of their control persons, officers,

directors, employees, partners, agents or representatives, or any other person or entity, expressly or by implication, other than those

representations, warranties covenants and agreements of the Company set forth in this Agreement and the other Transaction Documents.

Such Purchaser agrees that none of (i) any other Purchaser (including the controlling persons, members, officers, directors, partners,

agents, or employees of any such other Purchaser) and (ii) the Placement Agent, its respective Affiliates or any of its respective Affiliates’

control persons, officers, directors or employees shall be liable to the Purchasers pursuant to this Agreement or the other Transaction

Documents for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

(g) Access

to Information. In making its decision to purchase the Shares, such Purchaser has relied solely upon independent investigation made

by such Purchaser and the Company’s representations in Section 3.1 of this Agreement. Such Purchaser acknowledges and agrees that

such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to

the Shares, including with respect to the Company, and made its own assessment and is satisfied concerning the relevant financial, tax

and other economic considerations relevant to the Purchaser’s investment in the Shares. Such Purchaser acknowledges that the Company

has offered to provide such Purchaser with certain information regarding material disclosures (the “Additional Information”).

If such Purchaser has not received the Additional Information, such Purchaser has, in its sole discretion, declined such offer. If such

Purchaser has received the Additional Information, such Purchaser acknowledges and agrees that the Company does not intend to make any

public “cleansing disclosure” with respect to such Additional Information or provide such Purchaser with any determination

as to whether the Company continues to view such Additional Information as material. Without limiting the generality of the foregoing,

such Purchaser acknowledges that it has reviewed the Company’s filings with the Commission. Such Purchaser represents and agrees

that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions,

receive such answers and obtain such information as such Purchaser and the Purchaser’s professional advisor(s), if any, have deemed

necessary to make an investment decision with respect to the Shares. Such Purchaser acknowledges and agrees that none of the Placement

Agent nor any of its officers, directors, employees or other representatives, legal counsel, financial advisors, accountants or agents

(collectively, “Representatives”) has provided such Purchaser with any information, recommendation or advice with

respect to the Shares nor is such information, recommendation or advice necessary or desired. The Placement Agent has not made or makes

any representation as to the Company or the quality or value of the Shares. In addition, the Company, the Placement Agent and its respective

Affiliates or Representatives may have acquired non-public information with respect to the Company which such Purchaser agrees need not

be provided to it. In connection with the issuance of the Shares to such Purchaser, the Placement Agent has not acted as a financial

advisor or fiduciary to such Purchaser.

(h) No

General Solicitation. Such Purchaser became aware of this offering of the Shares solely by means of direct contact between such Purchaser

and the Company or its Affiliates, by means of direct contact between such Purchaser or its Affiliates or by means of contact from the

Placement Agent, and the Shares were offered to such Purchaser solely by direct contact between such Purchaser and the Company or its

Affiliates. Such Purchaser did not become aware of this offering of the Shares, nor were the Shares offered to such Purchaser, by any

other means. Such Purchaser acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of

general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are not being offered

in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(i) Investment

Experience; Risk of Loss. Such Purchaser has adequately analyzed and fully considered the risks of an investment in the Shares and

determined that the Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable

future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically

that a possibility of total loss exists.

(j) No

Regulatory Review. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of

the offering of the Shares or made any findings or determination as to the fairness of this investment.

(k) OFAC.

Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by

OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a

person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations,

31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser

agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Purchaser

is permitted to do so under applicable law. If such Purchaser is a financial institution subject to the BSA/PATRIOT Act, such Purchaser

maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent

required, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions

programs, including the OFAC List. To the extent required, such Purchaser maintains policies and procedures reasonably designed to ensure

that the funds held by such Purchaser and used to purchase the Shares were legally derived.

(l) Foreign

Investment. No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single

foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as

a result of the purchase and sale of the Shares hereunder such that a declaration to the Committee on Foreign Investment in the United

States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)

over the Company from and after the Closing as a result of the purchase and sale of the Shares hereunder.

(m) Subscription

Amount. Such Purchaser (i) will have sufficient funds to pay the Subscription Amount and any expenses incurred by such Purchaser

in connection with the transactions contemplated by or in connection with the Transaction Documents; (ii) has the resources and capabilities

(financial or otherwise) to perform its obligations under the Transaction Documents; and (iii) has not incurred any obligation, commitment,

restriction or liability of any kind, absolute or contingent, present or future, which would impair or adversely affect its ability to

perform its obligations under the Transaction Documents.

(n) Non-Reliance.

Such Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any

person, firm or corporation (including, without limitation, the Company, the Placement Agent or any of its respective Affiliates or any

of its control persons, officers, directors, employees, agents or representatives), other than the representations and warranties of

the Company contained in Sections 3.1 of this Agreement and the other Transaction Documents, in making its investment or decision to

invest in the Company. Such Purchaser agrees that none of (i) any other Purchaser or any other Person participating in any other private

placement of Shares (including the controlling persons, officers, directors, partners, agents or employees of any such other Person),

(ii) the Company, its Affiliates or any of its respective Affiliates’ control persons, officers, directors, partners, agents, employees

or representatives nor (iii) the Placement Agent, its respective Affiliates or any its respective control persons, officers, directors,

partners, agents, employees or representatives shall be liable to such Purchaser or any other Purchaser pursuant to the Transaction Documents

or any other agreement related to a private placement of Shares for any action heretofore or hereafter taken or omitted to be taken by

any of them in connection with the purchase of the Shares hereunder or thereunder.

(o) Brokers

and Finders. No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by such Purchaser solely

in connection with the sale of the Shares to such Purchaser.

(p) No

Stabilization. Neither the Company nor, to the Company’s Knowledge, any of its officers, directors or its controlled affiliates

has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security

of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization

or manipulation of the price of any security of the Company in violation of applicable law.

(q) Hedging

Activities. Such Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding

with the Purchaser, shall, directly or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities

of the Company from the date hereof until such time that the transactions contemplated by this Agreement are first publicly announced

pursuant to the Cleansing Disclosure or the earlier termination of this Agreement in accordance with its terms.

(r) Material,

Non-Public Information. Such Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment

of non-public information relating to the Company. Such Purchaser acknowledges that (i) the Company, its Affiliates, and its and their

respective control persons, officers, directors, employees, agents or representatives currently may have, and later may come into possession

of, information regarding the Company and its Subsidiaries that is not known to the Purchaser and that may be material to a decision

to purchase the Shares (including, for the avoidance of doubt, the Additional Information), (ii) the Purchaser has determined to purchase

the Shares notwithstanding its lack of knowledge of such information (including, for the avoidance of doubt, the Additional Information),

and (iii) none of the Company, its Affiliates, or any of its or their respective control persons, officers, directors, employees, agents

or representatives shall have liability to such Purchaser, and such Purchaser hereby, to the extent permitted by law, waives and releases

any claims it may have against the Company, its Affiliates, and its and their respective control persons, officers, directors, employees,

agents or representatives, with respect to the nondisclosure of such information (including, for the avoidance of doubt, the Additional

Information).

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer

Restrictions.

(a) The

Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Shares other

than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with

a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel

selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory

to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As

a condition of transfer (other than pursuant to an effective Registration Statement or Rule 144), any such transferee shall agree in

writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of

a Purchaser under this Agreement and the Registration Rights Agreement.

(b) The

Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares in the following form:

THE

SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH

A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE

501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SHARES.

The

Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”

as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer

pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company

and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no

notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable

documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including,

if the Shares are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus

supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the

list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration

statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following

any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for

the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale

restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations

and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer

Agent or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder,

or if requested by a Purchaser, respectively.

The

Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will,

no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as

defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued

with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser

a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on

its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates

for Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of

the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. 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 a certificate representing Shares issued with

a restrictive legend.

(d) In

addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated

damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares are submitted

to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing

to $20 per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until

such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a

Purchaser by the Legend Removal Date a certificate representing the Shares so delivered to the Company by such Purchaser that is free

from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction

or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares

of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock

that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such

Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common

Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)

over the product of (A) such number of Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied

by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery

by such Purchaser to the Company of the applicable Shares and ending on the date of such delivery and payment under this clause (ii).

(e) Each

Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant

to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption

therefrom, and that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution

set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in

this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Furnishing

of Information; Public Information.

(a) Until

the time that no Purchaser owns Shares, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or

12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all

reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject

to the reporting requirements of the Exchange Act.

(b) At

any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Shares

may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation

pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c)

or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy

any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s

other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason

of any such delay in or reduction of its ability to sell the Shares, an amount in cash equal to one percent (1.0%) of the aggregate Subscription

Amount of such Purchaser’s Shares that have not been previously sold on the day of a Public Information Failure and on every thirtieth

(30th) day thereafter (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public

Information Failure is cured, (b) such time that such public information is no longer required for the Purchasers to transfer the Shares

and Warrant Shares pursuant to Rule 144 or another exemption from registration or (c) such time that such Shares and Warrant Shares may

be sold pursuant to an effective Registration Statement. The payments to which a Purchaser shall be entitled pursuant to this Section

4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall

be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and

(ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the

event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall

bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s

right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available

to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

4.3 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration

under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares for purposes of the

rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction

unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of

the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act (the “Cleansing Disclosure”). From and after the

issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public

information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors,

employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance

of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,

whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees

or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further

force or effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect

to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make

any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the

prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or

delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with

prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name

of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,

without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration

statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and

(b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers

with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents,

employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees

or Affiliates, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject

to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public

information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice

with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying

on the foregoing covenant in effecting transactions in securities of the Company.

4.7 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for general corporate and working capital

purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of

trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock

or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8 Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,

liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court

costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of

or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the

transactions contemplated by the Transaction Documents, unless such action is based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents, any agreements or understandings such Purchaser Party may have

with any such stockholder, any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party that is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company may not settle, compromise

or consent to the entry of any judgment in any pending or threatened action in which indemnification may be sought by any Purchaser Party

hereunder (whether or not any Purchaser Party is an actual or potential party thereto), without the prior written consent of each such

Purchaser Party (which will not be unreasonably delayed or withheld) unless such settlement, compromise or consent provides for an unconditional

and irrevocable release of each such Purchaser Party from any and all liability arising out of such claim. The Company will not be liable

to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements

made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser

Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9 Reservation

of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at

all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue

Shares pursuant to this Agreement.

4.10 Listing

of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading

Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares

on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the

Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares,

and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly

as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a

Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules

of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository

Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Subsequent

Equity Sales.

(a) From

the date hereof until forty-five (45) days following the Effective Date, neither the Company nor any Subsidiary shall (i) issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated pursuant to the

Registration Rights Agreement or filing a registration statement on Form S-8 in connection with any employee compensation plan.

(b) Notwithstanding

the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

4.12 Equal

Treatment of Purchasers. The Company has not entered into and will not enter into any other agreement or any definitive transaction

document, side letter, undertaking letter, or other similar agreement or instrument, with any Purchaser or any other investor in connection

with the transactions as so contemplated by this Agreement with terms and conditions that are more favorable than the terms and conditions

provided to the Purchasers under this Agreement, unless such terms and conditions are offered to each Purchaser hereto. No consideration

(including any modification of this Agreement) shall be offered or paid to any Person to amend or consent to a waiver or modification

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

purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser,

and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in

concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

4.13 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short

Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such

time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described

in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions

contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,

such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal

and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the

Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not

engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement

are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted

or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and

after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the

Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, including,

without limitation, the Placement Agent after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, (A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed

by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement, and (B) in the case of a

Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, this Section 4.13 shall apply only with respect to activities of such walled-off trading personnel.

4.14 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Shares may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction Documents, are

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

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

on the ownership of the other stockholders of the Company.

4.15 Capital

Changes. Until the one year anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or

reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares,

other than a reverse stock split that is required, in the good faith determination of the Board of Directors, to maintain the listing

of the Common Stock on the Trading Market.

4.16 Form

D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the Shares as required under Regulation

D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Purchasers at the Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

4.17 Lock-Up

Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements without the prior

written consent of the Placement Agent, except to extend the term of the lock-up period, and shall enforce the provisions of each Lock-Up

Agreement in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company

shall promptly use its reasonable best efforts to seek specific performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1 Further

Assurances. Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other

agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes

of this Agreement, subject to the terms and conditions of this Agreement and compliance with applicable law, including taking reasonable

action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with

the terms of this Agreement. Each Purchaser acknowledges that the Company and the Placement Agent will rely on the acknowledgments, understandings,

agreements, representations and warranties contained in this Agreement. Prior to the Closing, each Purchaser agrees to promptly notify

the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth in Section 3.2 of

this Agreement are no longer accurate.

5.2 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been

consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.3 Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses

of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other

taxes and duties levied in connection with the delivery of any Shares to the Purchasers. The Company shall pay all Placement Agent fees

relating to or arising out of the transactions contemplated by this Agreement.

5.4 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.5 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email addresses as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on

a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email addresses 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 addresses for such

notices and communications shall be as set forth on the signature pages attached hereto, and any and all such notices or other communications

or deliveries must be provided to each of the addresses identified on the signature pages attached hereto to be deemed given and effective

with respect to any Purchaser party hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,

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

with the Commission pursuant to a Current Report on Form 8-K.

5.6 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers who at such time hold at least 50.1% in interest of the Shares based on the initial

Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against

whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and

adversely impacts a Purchaser (or group of Purchasers) who continue to hold any of the Shares, the consent of such disproportionately

impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition

or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder

in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely

affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require

the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.6 shall be binding

upon each Purchaser and holder of Shares and the Company. Notwithstanding the foregoing or anything else herein to the contrary, no amendment,

modification, alteration, change or waiver of this Agreement that would adversely impact the Placement Agent, shall be valid without

the prior written consent of the Placement Agent, which consent may be granted or withheld in the sole discretion of the Placement Agent.

5.7 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.8 Successors

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

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser

(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns

or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the

provisions of the Transaction Documents that apply to the “Purchasers” (other than in respect of a transfer pursuant to an

effective registration statement.

5.9 Reliance

by and Exculpation of Placement Agent.

(a) Each

Purchaser acknowledges and agrees for the express benefit of the Placement Agent, its affiliates, and any of their respective control

persons, officers, directors, employees, agents, and representatives that (i) none of the Placement Agent or any of its affiliates or

its control persons, officers, directors, employees, agents, or representatives of any of the foregoing has made, and will not make any

representations or warranties, whether express or implied, with respect to the Company or the offer and sale of the Shares, and such

Purchaser will not rely on any statements made by the Placement Agent, orally or in writing, to the contrary, (ii) such Purchaser will

be responsible for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (iii)

such Purchaser will be purchasing Shares based on the results of its own due diligence investigation of the Company, and none of the

Placement Agent nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents, or representatives

of any of the foregoing (x) has made any independent investigation with respect to the Company, the Shares, or the accuracy, completeness,

or adequacy of any information supplied to the Purchaser by the Company and (y) is not making any recommendation to any Purchaser with

respect to the Company or the Shares, including the purchase of the Shares by any Purchaser, (iv) none of the Transaction Documents has

been prepared by the Placement Agent or any of its affiliates, or any control persons, officers, directors, employees, agents, or representatives

of any of the foregoing in connection with the offer and sale of the Shares, (v) none of the Placement Agent nor any of its affiliates,

nor any control persons, officers, directors, employees, agents, or representatives of any of the foregoing, has (x) any responsibility

with respect to (1) any representations, warranties, or agreements made by any other Person under or in connection with the transactions

contemplated by this Agreement or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality,

validity, or enforceability (with respect to any Person) or any thereof or (2) the business, affairs, financial condition, operations,

properties, or prospects of, or any other matter concerning the Company or the transactions contemplated by this Agreement or (y) any

liability or obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments,

awards, liabilities, costs, expenses, or disbursements incurred by the Purchaser, the Company, or any other Person), whether in contract,

tort, or otherwise, to the Purchaser, or to any Person claiming through such Purchaser, in respect of any of the transactions contemplated

by this Agreement, (vi) the Placement Agent may have acquired, or may acquire, non-public information with respect to the Company, which

such Purchaser agrees need not be provided to it, (vii) the Placement Agent is acting solely as a placement agent to the Company in connection

with the transactions contemplated by this Agreement, and none of the Placement Agent, nor any of its affiliates, or any control persons,

officers, directors, employees, agents, or representatives of any of the foregoing, is acting as an underwriter or in any other capacity

and is not and shall not be construed as a financial advisor or fiduciary for such Purchaser, the Company, or any other person or entity

in connection with any of the transactions contemplated by this Agreement, and (viii) the decision to invest in the Company will involve

a significant degree of risk, including a risk of total loss of such investment. Each Purchaser further represents and warrants to the

Placement Agent that such Purchaser, including any fund or funds that such Purchaser manages or advises that participates in the offer

and sale of the Shares, is permitted under its constitutive documents (including, without limitation, all limited partnership agreements,

charters, bylaws, limited liability company agreements, all applicable side letters with investors, and similar documents) to make investments

of the type contemplated by this Agreement. This Section 5.9 shall survive any termination of this Agreement.

(b) The

Company agrees and acknowledges that the Placement Agent may rely on its representations, warranties, agreements and covenants contained

in this Agreement and each Purchaser agrees that the Placement Agent may rely on such Purchaser’s representations and warranties

contained in this Agreement as if such representations and warranties, as applicable, were made directly to the Placement Agent.

the Placement Agent nor any of its affiliates, or any control persons, officers, directors, employees, agents, or representatives of

any of the foregoing, (1) shall have any liability to the Purchasers pursuant to, arising out of or relating to this Agreement, the negotiation

hereof or thereof, or its subject matter, or the transactions contemplated in this Agreement or thereby, including, without limitation,

with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the

Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written

or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged

inaccuracies, misstatements, or omissions with respect to any information or materials of any kind furnished by the Company, the Placement

Agent or any Non-Party Affiliate (as defined below) concerning the Placement Agent, this Agreement, or the transactions contemplated

hereby. For purposes of this Agreement, “Non-Party Affiliates” means each former, current or future officer, director,

employee, partner, member, manager, direct or indirect equityholder, or affiliate of the Placement Agent or any of the Placement Agent’s

controlled affiliates. The Purchaser agrees that the Placement Agent shall not be liable to it (including in contract, tort, under federal

or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection

with the sale of Shares pursuant to this Agreement. On behalf of the Purchaser and its affiliates, such Purchaser releases the Placement

Agent in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, or disbursements

related to the sale of Shares pursuant to this Agreement. Each Purchaser agrees not to commence any litigation or bring any claim against

the Placement Agent in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Shares

pursuant to this Agreement. This undertaking is given freely and after obtaining independent legal advice.

(d) The

Company agrees that the Placement Agent, its affiliates and any of their respective control persons, officers, directors, employees,

agents and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice,

letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company

for acting as the Placement Agent hereunder pursuant to the indemnification provisions set forth in the applicable letter agreement between

the Company and the Placement Agent.

5.10 No

Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and covenants

of the Company and the Purchasers in this Agreement, including Article III and Section 5.9. This Agreement is intended for the benefit

of the parties hereto and their respective successors and permitted assigns and, except as otherwise set forth in Section 4.8 and this

Section 5.10, is not for the benefit of, nor may any provision hereof be enforced by, any other Person. Notwithstanding the foregoing,

the Purchaser Parties are intended third-party beneficiaries of Section 4.8.

5.11 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

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

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

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

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

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

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

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the

obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.12 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.

5.13 Execution.

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

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

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act

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

delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

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

5.14 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

5.15 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights.

5.16 Replacement

of Certificates. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

5.17 Remedies.

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

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and

hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law

would be adequate.

5.18 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.19 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For

reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through

the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent any of the Purchasers and only

represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the

convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood

and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,

solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.20 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have

been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.21 Saturdays,

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

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

5.22 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.23 WAIVER

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

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

REALLOYS

INC.

Address

for Notice:

7280 W. Palmeto Park Rd.

Suite 302N

Boca Raton, FL 33433

By:

E-Mail: [***]

Name:

Craig Cunningham

Title:

Chief Financial Officer

With a copy to (which

shall not constitute notice):

Rick Werner

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Email: [***]

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO REALLOYS INC. SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: __________________________________

Name

of Authorized Signatory: ____________________________________________________

Title

of Authorized Signatory: _____________________________________________________

Address of Authorized Signatory: ______________________________________________

Address

for Notice to Purchaser:

Address

for Delivery of Shares to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

EIN

Number: _______________________

[SIGNATURE

PAGES CONTINUE]

EXHIBIT

REGISTRATION

RIGHTS AGREEMENT

EXHIBIT

FORM

OF LOCK-UP AGREEMENT

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: aloyex10-2.htm · Sequence: 3

Exhibit 10.2

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2026, by and among REalloys

Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,

a “Purchaser” and, collectively, the “Purchasers”).

This

Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and each Purchaser

(the “Purchase Agreement”).

The

Company and each Purchaser hereby agree as follows:

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the

meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(c).

“declared

effective” shall mean, as applicable (i) declaration of effectiveness pursuant to an effectiveness order issued by the Commission

and (ii) automatic effectiveness upon filing of “automatic shelf registration statement” on Form S-3.

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, (i) if the Company is eligible

to file an “automatic shelf registration statement” (as defined under Rule 405) on Form S-3, the date of filing of the Initial

Registration Statement, or (ii) if the Company is not otherwise eligible to file an “automatic shelf registration statement”

on Form S-3, the 30th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the

60th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant

to Section 2(c) or Section 3(c), the 45th calendar day following the date on which an additional Registration Statement is required to

be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar day following the date such

additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company

is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further

review and comments, the Effectiveness Date as to such Registration Statement shall be the 2nd Trading Day following the date on which

the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls

on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the fifth (5th) calendar day following

the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section

3(c), the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statement

related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated

by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms

of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements

to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference

in such Prospectus.

“Registrable

Securities” means, as of any date of determination, (i) all Shares, and (ii) any securities issued or then issuable upon any

stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,

that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the

effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement

with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable

Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities

have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale

restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed,

delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon

exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time

held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

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

as such Rule.

“Rule

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

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

as such Rule.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC

Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements

or requests of the Commission staff and (ii) the Securities Act.

Shelf Registration.

(a)

On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on

a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be an “automatic shelf registration

statement” (as defined under Rule 405) on Form S-3 (except if the Company is not then eligible to register for resale the Registrable

Securities on an “automatic shelf registration statement” on Form S-3, in which case such registration shall be on another

appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain substantially the “Plan

of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached

hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”

without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts

to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective

under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness

Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date

that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii)

may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion

letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).

The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading

Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading

Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of

such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such

Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one

(1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under

Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted

to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the

provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such

amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the

Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

(c)

Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the

Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular

Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission

for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its

Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

Second, the Company shall reduce Registrable Securities represented by Shares (applied to the Holders on a pro rata basis based on the

total number of unregistered Shares held by such Holders).

the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the

calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with

the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance

provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form

available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,

as amended.

(d)

If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration

Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company

subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as

of the Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance

with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company

is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed”

or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file

a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement

within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order

for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable

Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after

the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as

to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus

therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen

(15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred

to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of

clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10)

calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as

applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may

have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable

Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in

cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount

paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a

Holder under this Agreement shall be 18.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement.

If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable,

the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable

law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon,

are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of

a month prior to the cure of an Event.

(e)

If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the

resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3

as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect

until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(f)

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate

of a Holder as any underwriter without the prior written consent of such Holder.

Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:

(a)

Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to

the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed

to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning

of the Securities Act, provided, that the Company shall redact any sections of such documents that may contain material non-public

information unless the Holder consents in writing to receive such information and agree to hold it in confidence. The Company shall not

file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the

Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no

later than three (3) Trading days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day

after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to

furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder

Questionnaire”) on a date that is not less than two (2) calendar days prior to the Filing Date.

(b)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to

register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to

the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such

Registrable Securities.

(d)

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied

by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible

(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm

such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings

for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

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

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any duty of confidentiality

to the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis

of such information. In the event that any notice or communication provided to a Holder contains or is deemed to contain material, non-public

information regarding the Company or any of its Subsidiaries, the Company shall, as promptly as practicable and in any event within one

(1) Business Day, publicly disclose such information in a manner compliant with Regulation FD, so as to cleanse such information.

(e)

Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness

of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable

Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)

Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system

(or successor thereto) need not be furnished in physical form.

(g)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto

by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and

any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i)

If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered

in such names as any such Holder may request.

(j)

Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into

account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to

the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document

so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material

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

under which they were made, not misleading. If the Company notifies the Holders in accordance

with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus

have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of

the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j)

to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise

required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

The Company shall use its best efforts to minimize the duration and frequency of any such suspension, and shall not exercise its right

to suspend sales for the purpose of limiting or restricting any Holder’s ability to sell Registrable Securities for competitive

or other non-disclosure-related reasons.

(k)

Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities

Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any

supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing

if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l)

The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration

of the resale of Registrable Securities.

(m)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock

beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control

over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of

the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s

request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise

occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company

shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses

referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with

the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for

trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,

without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the

Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),

(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability

insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection

with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its

internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without

limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual

audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required

hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent

provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless

each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities

as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees

(and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any

other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with

a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such

controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,

costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as

incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,

any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of

or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements

therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading

or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any

rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but

only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in

writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such

Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder

expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the

Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section

3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such

Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt

by such Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holders promptly of the institution, threat or

assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is

aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified

person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,

officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted

by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged

untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto

or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be

stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances

under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained

in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such

Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in

the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly

approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex

A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder

be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating

to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or

omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such

indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity

hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is

sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense

thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses

incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve

the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be

finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure

shall have materially and adversely prejudiced the Indemnifying Party.

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party

has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such

Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to

any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to

the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing

that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to

assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying

Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which

consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject

to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to

the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)

shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided

that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such

actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject

to appeal or further review) not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold

an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified

Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection

with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative

fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in

question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has

been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or

payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any

reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party

would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party

in accordance with its terms.

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata

allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately

preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the

dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the

amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The

indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have

to the Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,

each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and

each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it

of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect

of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security

holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements

other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities

are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall

not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new

securities are registered on any such existing registration statements.

(c)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from

the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue

disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges

that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be

subject to the provisions of Section 2(d).

(d)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified

or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing

and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification,

this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification

or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder

(or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to

a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each

Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities

shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof

with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly

affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver

or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented

except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered

to all of the parties to this Agreement.

(e)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered

as set forth in the Purchase Agreement.

(f)

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

of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations

hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign

their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(g)

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the

Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,

that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions

hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any

agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall

be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to

the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered

by e-mail delivery of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of

2000 (e.g., www.docusign.com), such signature shall create a valid and binding obligation of the party executing (or on whose behalf

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

(i)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be

determined in accordance with the provisions of the Purchase Agreement.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

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.

(l)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be

deemed to limit or affect any of the provisions hereof.

(m)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint

with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations

of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action

taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges

that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations

or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out

of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such

purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,

not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company

and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

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

(Signature

Pages Follow)

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

REALLOYS INC.

By:

Name:

Craig Cunningham

Title:

Chief Financial Officer

[SIGNATURE

PAGE OF HOLDERS FOLLOWS]

[SIGNATURE

PAGE OF HOLDERS TO ALOY RRA]

Name

of Holder: __________________________

Signature

of Authorized Signatory of Holder: __________________________

Name

of Authorized Signatory: _________________________

Title

of Authorized Signatory: __________________________

[SIGNATURE

PAGES CONTINUE]

Annex

Plan

of Distribution

Each

Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,

market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

● ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block

trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as

principal to facilitate the transaction;

● purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

● an

exchange distribution in accordance with the rules of the applicable exchange;

● privately

negotiated transactions;

● settlement

of short sales;

● in

transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated

price per security;

● through

the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a

combination of any such methods of sale; or

● any

other method permitted pursuant to applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or

markdown in compliance with FINRA Rule 2121.

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Each

Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly,

with any person to distribute the securities.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company

has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act.

agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders

without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for

the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar

effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule

of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered

or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is

complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,

prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders

and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including

by compliance with Rule 172 under the Securities Act).

SELLING

SHAREHOLDERS

The

common stock being offered by the selling shareholders are those previously issued to the selling shareholders. For additional information

regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common Stock” above. We are

registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time.

Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within

the past three years.

The

table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by

each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,

based on its ownership of the shares of common stock, as of ________, 2026.

The

third column lists the shares of common stock being offered by this prospectus by the selling shareholders.

accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale

of the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock”

described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

The

selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder

Number of shares of Common Stock Owned Prior to Offering

Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus

Number of shares of Common Stock Owned After Offering

Annex

REALLOYS

INC.

Selling

Stockholder Notice and Questionnaire

The

undersigned beneficial owner of common stock (the “Registrable Securities”) of REalloys Inc., a Nevada corporation

(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission

(the “Commission”) a registration statement (the “Registration Statement”) for the registration

and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,

in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this

document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth

below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences

of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable

Securities owned by it in the Registration Statement.

The

undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full

Legal Name of Selling Stockholder

(b) Full

Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote

or dispose of the securities covered by this Questionnaire):

2. Address

for Notices to Selling Stockholder:

Telephone:

E-mail:

Contact Person:

3. Broker-Dealer

Status:

(a) Are

you a broker-dealer?

Yes

☐ No ☐

(b) If

“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the

Company?

Yes

☐ No ☐

Note: If

“no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration

Statement.

you an affiliate of a broker-dealer?

Yes

☐ No ☐

(d) If

you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,

and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,

with any person to distribute the Registrable Securities?

Yes

☐ No ☐

Note: If

“no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration

Statement.

4. Beneficial

Ownership of Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Purchase Agreement.

(a) Type

and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships

with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here:

The

undersigned acknowledges that the Securities Act and the rules and regulations promulgated thereunder may require the undersigned to

promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the

date hereof at any time as long as the undersigned holds Registrable Securities (as defined in the Registration Rights Agreement). In

the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice

and Questionnaire.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either

in person or by its duly authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE

EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: aloyex10-3.htm · Sequence: 4

Exhibit 10.3

June

24, 2026

REalloys

Inc.

7280

W. Palmetto Park Rd., Suite 302N

Boca

Raton, FL 33433

Re:

REalloys Inc. – Offering of Common Shares

Dear

Sirs and Madams:

This

letter agreement (this “Lock-up Agreement”) is being delivered to you in connection with the proposed Securities

Purchase Agreement (the “Securities Purchase Agreement”) to be entered into by and among REalloys Inc., a Nevada

corporation (the “Company”), and each purchaser identified on the Securities Purchase Agreement (each, including

its successors and assigns, a “Purchaser” and collectively the “Purchasers”), relating

to the proposed private placement of shares of common stock, par value $0.001 per share (the “Common Shares”)

of the Company (the “Offering”).

Pursuant

to Section 2.2(a)(iii) of the Securities Purchase Agreement, the undersigned agrees with the Company that, during the period beginning

on the date hereof through and including the date that is the 45th day after the date of the Securities Purchase Agreement (the “Lock-up

Period”), the undersigned will not, and will not cause or direct any of his, her or its affiliates (as defined in Rule

405 under the Securities Act of 1933, as amended (the “Securities Act”)) to, without the prior written consent

of the Company, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of, or

announce the intention to otherwise dispose of, any Common Shares or securities convertible into or exercisable or exchangeable for Common

Shares (“Related Securities”) owned by the undersigned, (ii) enter into, or announce the intention to enter

into, any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any

put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined)

that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone other than

the undersigned) in whole or in part, directly or indirectly, the economic risk of ownership of Common Shares or any Related Securities,

whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power

of disposition, or (iii) engage in, or announce the intention to engage in, any short selling of Common Shares or Related Securities.

The

restrictions set forth in the second paragraph of this Lock-up Agreement shall not apply to:

(i)

any transfers made by the undersigned (a) as a bona fide gift or gifts, (b) to any member of the immediate family (as defined

in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the undersigned

or any trust for the direct or indirect benefit of the undersigned or the immediate family (as defined above) of the undersigned, (c)

by will, other testamentary document or intestate succession upon the death of the undersigned, or (d) by operation of law, such

as pursuant to a qualified domestic order or as required by a divorce settlement; provided that any transfers pursuant to clauses

(a) through (d) shall be subject to the Disclosure Condition, the Lock-up Condition and the Value Condition; or

(ii)

any conversion, exercise or exchange by the undersigned (whether or not on a “cashless” or “net” basis) of any

Related Security issued by the Company, including any instrument issued or granted pursuant to any Exempt Issuance (as defined in the

Securities Purchase Agreement), subject to the Disclosure Condition and provided that any Common Shares issued upon such conversion,

exercise or exchange will be subject to the restrictions of this Lock-up Agreement.

For

purposes of this Lock-up Agreement:

“Disclosure

Condition” shall mean, with respect to any transfer, that no public announcement or filing is voluntarily made regarding

such transfer during the Lock-up Period and, if a report under Section 16(a) of the Exchange Act reporting such transfer is required

during the Lock-up Period, such report shall describe the nature and conditions of such transfer;

“Lock-up

Condition” shall mean, with respect to any transfer, that the transferee executes and delivers to the Company, not later

than one business day prior to such transfer, a written agreement, in substantially the form of this Lock-up Agreement and otherwise

satisfactory in form and substance to the Company;

“Value

Condition,” shall mean, with respect to any transfer, that such transfer shall not involve a disposition for value.

order to enable this covenant to be enforced, the undersigned hereby consents to the placing of legends or stop transfer instructions

with the Company’s transfer agent with respect to any Common Shares or Related Securities.

The

undersigned further agrees that it will not, during the Lock-up Period, make any demand or request for or exercise any right with respect

to the registration under the Securities Act, of any Common Shares or Related Securities.

The

undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-up Agreement and

that this Lock-up Agreement has been duly executed and delivered by the undersigned and is a valid and binding agreement of the undersigned.

This Lock-up Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned

and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

This

Lock-up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements

made and to be performed in such state.

This

Lock-up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any copy so delivered shall be

deemed to have been duly and validly delivered and be valid and effective for all purposes.

(i) the Company notifies the undersigned that it does not intend to proceed with the Offering; (ii) the Securities Purchase Agreement

is not executed by June [●], 2026, or (iii) the Securities Purchase Agreement (other than the provisions thereof which survive

termination) shall terminate or be terminated for any reason prior to payment for and delivery of any Common Shares to be sold thereunder,

then this Lock-up Agreement shall immediately be terminated and the undersigned shall automatically be released from all of his, her

or its obligations under this Lock-up Agreement. The undersigned acknowledges and agrees that whether or not the Offering actually occurs

depends on a number of factors, including market conditions.

[Signature

page follows]

Very truly yours,

[Name of Stockholder - Please Print]

Address:

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: aloyex99-1.htm · Sequence: 5

Exhibit 99.1

REalloys

Inc. (Nasdaq: ALOY) Announces Private Placement of Common Stock for Gross Proceeds of Approximately $100 Million

EUCLID,

Ohio, June 24, 2026 (GLOBE NEWSWIRE) — REalloys Inc. (Nasdaq: ALOY) (“REalloys” or the “Company”), a U.S.-based

mine-to-magnet rare earth company, today announced that it has entered into a securities purchase agreement with institutional investors

for the purchase and sale of common stock resulting in aggregate gross proceeds of approximately $100 million. The offering is expected

to close on or about June 26, 2026, subject to the satisfaction of customary closing conditions.

The

Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

Clear

Street LLC is acting as the sole placement agent for the offering.

Haynes

and Boone, LLP is serving as legal counsel to REalloys for the offering. Paul Hastings LLP is serving as legal counsel to Clear Street

LLC for the offering.

The

securities being sold in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),

or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the Securities

and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state

securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the

resale of the shares of Common Stock sold in the private placement.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer,

solicitation or sale of any securities in any state or other 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 other jurisdiction.

About

REalloys Inc.

REalloys

Inc. is advancing a fully integrated North American mine-to-magnet supply chain encompassing upstream resource development, midstream

processing, and downstream manufacturing. REalloys’ upstream foundation includes its Hoidas Lake rare earth asset in Saskatchewan

and a diversified network of allied feedstock and recycling partners. Together with SRC, REalloys is funding and contracting the scale-up

of North American heavy rare earth midstream separation, refining, and metallization capabilities, securing exclusive access to the commercial

output to supply its downstream manufacturing operations in Euclid, Ohio. REalloys’ Ohio facility serves federal logistics and

procurement agencies supporting the Department of Defense, the Department of Energy, and the National Aeronautics and Space Administration,

in addition to the broader defense industrial base and Organic Industrial Base.

For

more information, please visit https://realloys.com or email InvestInAmerica@REalloys.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private

Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking

statements include, without limitation, statements regarding the offering, including the timing, size and expected gross proceeds of

the offering, the satisfaction of customary closing conditions and the Company’s ability to complete the offering; the anticipated

use of proceeds; and REalloys’ broader mine-to-magnet strategy. Words such as “anticipate,” “believe,”

“expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,”

“target,” “will,” and similar expressions are intended to identify forward-looking statements, though their absence

does not mean a statement is not forward-looking.

These

statements are based on management’s current expectations and assumptions and are subject to known and unknown risks, uncertainties

and other factors that could cause actual results to differ materially, including, without limitation: failure to satisfy closing conditions

for the offering; changes in prevailing market conditions; the availability, cost and terms of financing; the anticipated use of proceeds,

which could change as a result of market conditions or other reasons; risks relating to permitting, construction, financing and operation

of REalloys’ downstream facilities; compliance with ITAR, EAR, Section 889-equivalent and other U.S. federal procurement and export-control

requirements; commodity-price volatility; uncertainties related to scaling new technologies or processes to industrial production; supply-chain

reliability, logistics, and availability of equipment and materials; changes to commercial arrangements with key partners; failure to

achieve anticipated qualification, validation, or commercial acceptance by customers; environmental, health, safety, permitting, and

regulatory risks; capital availability and financing conditions; geopolitical events and trade policies affecting critical minerals;

workforce recruitment and retention; cybersecurity or intellectual-property risks; competitive developments or technological change;

the Company’s history of losses and going-concern considerations; the Company’s status as an emerging growth company and

smaller reporting company; and the other risks and uncertainties described in REalloys’ filings with the U.S. Securities and Exchange

Commission. Forward-looking statements speak only as of the date of this release. REalloys undertakes no obligation to update any forward-looking

statement except as required by applicable law.

Investor

and Media Contact

REalloys

Inc.

7280

W. Palmetto Park Rd., Suite 302N, Boca Raton, FL 33433

(972)

726-9203

Contact:

Sarah Riley, Director of IR and Communications

Email:

sarah.riley@realloys.com

Website:

https://realloys.com

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Entity File Number

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Entity Registrant Name

REALLOYS INC.

Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

7280 W. Palmetto Park Rd.,

Entity Address, Address Line Two

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City Area Code

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Local Phone Number

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- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration