Form 8-K

8-K — Glucotrack, Inc.

Accession: 0001493152-26-044182

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001506983

2026-09-24

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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): September 24, 2026

GLUCOTRACK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41141

98-0668934

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

301

Rte. 17 North, Ste. 800, Rutherford, NJ

07070

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (201) 842-7715

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 (see General Instruction A.2. below):

☐

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

GCTK

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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.

September 24, 2026, Glucotrack, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement

(the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the registered

direct offering and sale of an aggregate of (i) 169,388 shares (the “Shares”) of the Company’s common stock, par value

$0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants” and, together with

the Shares, the “Securities”) to purchase up to an aggregate of 1,350,220 shares of Common Stock (the “Offering”).

The offering price per Share is $2.04, and the offering price per Pre-Funded Warrant is $2.039, which is equal to the offering price

per Share, less the $0.001 exercise price per Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable and will expire

when exercised in full.

The

Securities were offered by the Company pursuant to a prospectus supplement dated September 24, 2026, and accompanying prospectus dated

October 3, 2024, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-282297),

which was declared effective by the Securities and Exchange Commission (“SEC”), on October 3, 2024. A copy of the legal opinion

of Nelson Mullins Riley & Scarborough LLP relating to the validity of the Shares and the shares of Common Stock issuable upon exercise

of the Pre-Funded Warrants is filed herewith as Exhibit 5.1.

Dawson

James Securities, Inc. (the “Placement Agent”), acted as the placement agent for the Offering pursuant to a placement agency

agreement (the “Placement Agency Agreement”), dated September 24, 2026, by and between the Company and the Placement Agent.

The

gross proceeds to the Company from the Offering will be approximately $3.1 million, before deducting Placement Agent fees and other offering

expenses payable by the Company. The Company expects to use the net proceeds from the Offering to pay off existing debt, with the remainder

to be used for working capital and general corporate purposes. The closing of the Offering is expected to occur on September 25, 2026.

The

Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this

type. Under the terms of the Purchase Agreement, and subject to certain exceptions, the Company has agreed not to (i) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii)

file any registration statement or amendment or supplement thereto, other than with respect to the Registration Statement or a registration

statement on Form S-8, for a period of six (6) months following the closing of the Offering. The Company has also agreed not to effect

or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction,

as defined in the Purchase Agreement, for a period of six (6) months following the closing of the Offering, subject to certain exceptions.

connection with the Offering, the Company’s directors and executive officers entered into lock-up agreements (the “Lock-Up

Agreements”) that provide that, for a period of 90 days after the filing of the final prospectus relating to the Offering, subject

to certain limited exceptions, the directors and executive officers will not, directly or indirectly, without the prior written consent

of the Placement Agent, (i) offer to sell, sell, contract to sell, pledge, grant, lend or otherwise transfer or dispose of any shares

of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock (the “Lock-Up Securities”),

(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership

of the Lock-Up Securities, (iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position

within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and

regulations of the SEC promulgated thereunder with respect to any Common Stock owned directly by the director or executive officer (including

holding as a custodian) or with respect to which the director or executive officer has beneficial ownership within the rules and regulations

of the SEC, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Lock-Up Securities,

in cash or otherwise; (iv) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (v)

publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other

arrangement relating to any Lock-Up Securities.

Pursuant

to the Placement Agency Agreement, the Company has agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds received

by the Company in the Offering from sales arranged for by the Placement Agent.

The

foregoing is only a summary of the material terms of the form of Securities Purchase Agreement, Placement Agency Agreement, form of Lock-Up

Agreement, and form of Pre-Funded Warrant and does not purport to be complete. It is qualified in its entirety by reference to the full

text of the form of Securities Purchase Agreement, the Placement Agency Agreement, the form of Lock-Up Agreement, and the form of Pre-Funded

Warrant, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 4.1, respectively, and incorporated by reference herein.

The

foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports

filed with the SEC. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures

regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations

and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties

and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed

upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to

such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements

instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties

that differ from those applicable to investors. Accordingly, the agreements are filed with this report only to provide investors with

information regarding the terms of the transactions contemplated thereby, and not to provide investors with any other factual information

regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change

after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.

Item

7.01. Regulation FD Disclosure.

September 24, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached

as Exhibit 99.1 to this Current Report on Form 8-K.

The

information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed”

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically

states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference

into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Pre-Funded Warrant

5.1

Opinion of Nelson Mullins Riley & Scarborough LLP

10.1

Form of Securities Purchase Agreement

10.2

Placement Agency Agreement.

10.3

Form of Lock-up Agreement

23.1

Consent of Nelson Mullins Riley & Scarborough LLP (contained in Exhibit 5.1)

99.1

Press Release, dated September 24, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

September 24, 2026

GLUCOTRACK,

INC.

By:

/s/

Erik Emerson

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

GLUCOTRACK,

INC.

Warrant

Shares: [●]

Initial

Exercise Date: September 25, 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns

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

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in

full (the “Termination Date”) but not thereafter, to subscribe for and purchase from GLUCOTRACK, INC., a Delaware

corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”)

of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined

in Section 2(b).

Section

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

in this Section 1:

“Affiliate”

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

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

“Bid

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

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

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

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

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

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

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

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

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

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

“Board

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

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the City of New York are authorized or required by law or other governmental action to close; provided,

however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay

at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the

closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems

(including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Exchange

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

“Person”

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

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

“Registration

Statement” means the Company’s registration statement on Form S-3 (File No. 333-282297).

“Securities

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading

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

“Trading

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

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

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

“Transfer

Agent” means Vstock Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.

“VWAP”

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

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

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

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

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

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

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

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

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

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

“Warrants”

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

Section

2. Exercise.

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

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

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

of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement

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

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

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

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

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

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

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

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

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

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

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

to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this

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

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of

this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price

under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination

Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder

(the “Exercise Price”).

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

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

(A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,

either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of

the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of

the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading

Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”

on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date

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

after the close of “regular trading hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

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

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

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

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

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

Notwithstanding

anything herein to the contrary, on the Termination Date this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

Mechanics of Exercise.

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

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

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

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

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

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

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after

delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period

after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading

Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

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

to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share

Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent

that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

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

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

may be delivered at any time after the time of execution of the Placement Agency Agreement, the Company agrees to deliver the Warrant

Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be

the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case

of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

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

iv.

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

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

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

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

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

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

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

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

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

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

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

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

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

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

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

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

vi.

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

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

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

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

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

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then

outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock

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

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

the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section

2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day

after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

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

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

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

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

[Reserved.]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

in the Holder exceeding the Beneficial Ownership Limitation).

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

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

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

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

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

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

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

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

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

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

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

whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power

of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

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

prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)

on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if

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

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

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

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

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

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

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

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

it receives upon any exercise of this Warrant following such Fundamental Transaction.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at

its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior

to the effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice

with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period

commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly

set forth herein.

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board

of directors of the Company.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

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

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

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized

overnight courier service, addressed to the Company, at Glucotrack, Inc., 301 Rte. 17 North, Suite 800, Rutherford, NJ 07070, Attention:

CEO, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.

Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,

by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number,

e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder

shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via

facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time)

on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at

the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30

p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent

that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

GLUCOTRACK, INC.

By:

Name:

Erik

Emerson

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

TO:

GLUCOTRACK, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: _______________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________

Name

of Authorized Signatory: ___________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________

Date:

________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

NELSON

MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS

AND COUNSELORS AT LAW

301

Hillsborough St.

Suite

1400

Raleigh,

NC 27603

919.329.3800 F 919.329.3799

Nelsonmullins.com

September

24, 2026

Glucotrack,

Inc.

301

Rte. 17 North, Ste. 800

Rutherford,

NJ 07070

Ladies

and Gentlemen:

have acted as counsel to Glucotrack, Inc. (the “Company”), a Delaware corporation, in connection with the offering by the

Company of an aggregate of (i) 169,388 shares (the “Shares”) of its common stock,

par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded

Warrants” and, together with the Shares, the “Securities”) to purchase up to an aggregate of 1,350,220 shares of Common

Stock (the “Pre-Funded Warrant Shares”), registered under the Registration Statement on Form S-3 (No. 333-282297)

filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),

and declared effective by the Commission on October 3, 2024 (the “Registration Statement”).

The

Securities are to be sold by the Company pursuant to that certain Securities Purchase Agreement, dated September 24, 2026 (the “Purchase

Agreement”), entered into by and among the Company and the purchasers named therein, a form of which has been filed as Exhibit

10.1 to the Company’s Current Report on Form 8-K to which this opinion is attached as Exhibit 5.1.

This

opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and

no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

counsel, in connection with this opinion, we have examined and relied upon the originals, or copies certified to our satisfaction, of

such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable

us to render the opinion expressed below, including (i) the Registration Statement, together with the exhibits thereto and the documents

incorporated by reference therein; (ii) the base prospectus, dated October 3, 2024, together with the documents incorporated by reference

therein, filed with the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated September 24,

2026, in the form to be filed with the Commission pursuant to Rule 424(b) of the Securities Act relating to the offering of the Securities

(the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”); (iii) the organizational

documents of the Company, including the Company’s Certificate of Incorporation, as amended and as currently in effect, and the

Company’s Bylaws, as amended and currently in effect; (iv) minutes and records of the corporate proceedings of the Company with

respect to the authorization of the sale and issuance of the Securities; (v) the Purchase Agreement and (vi) the form of Pre-Funded Warrant

filed as Exhibit 4.1 to the Current Report on Form 8-K. We have also reviewed such other documents and made such other investigations

as we have deemed appropriate.

For

the purpose of rendering this opinion, we assumed, without investigation, the genuineness of all signatures, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies,

and the authenticity of the originals of such copies, and the accuracy and completeness of all records, certificates and other information

made available to us by the Company. In addition, in rendering this opinion, we assumed that the Securities will be offered in the manner

and on the terms identified or referred to in the Registration Statement, the Base Prospectus and the Prospectus Supplement, including

all supplements and amendments thereto.

CALIFORNIA

Our

opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the federal law

of the United States and internal laws of the State of Delaware and the State of New York.

the basis of the foregoing, and in reliance thereon, we are of the opinion that:

1. The

Shares have been duly authorized by all necessary corporate action on the part of the Company

and, when issued and sold in accordance with the Registration Statement and the Prospectus

and delivered and paid for in accordance with the terms of the Purchase Agreement, the Shares

will be validly issued, fully paid and nonassessable.

2. The

Pre-Funded Warrants have been duly authorized by all necessary corporate action on the part

of the Company and, when issued and sold in accordance with the Registration Statement and

the Prospectus and delivered and paid for in accordance with the terms of the Purchase Agreement,

the Pre-Funded Warrants will constitute valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms except as such enforceability may be limited

by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting creditors’ rights generally including, without limitation, fraudulent transfer

or fraudulent conveyance laws; (ii) public policy considerations, statutes or court decisions

that may limit rights to obtain exculpation, indemnification or contribution (including,

without limitation, indemnification regarding violations of the securities laws and indemnification

for losses resulting from a judgment for the payment of any amount other than in United States

dollars); and (iii) general principles of equity (including, without limitation, concepts

of materiality, reasonableness, good faith and fair dealing) and the availability of equitable

remedies (including, without limitation, specific performance and equitable relief), regardless

of whether considered in a proceeding in equity or at law.

3. The

Pre-Funded Warrant Shares have been duly authorized by all necessary corporate action on

the part of the Company and, the Pre-Funded Warrant Shares, when and if issued upon exercise

of the Pre-Funded Warrants in accordance with the terms of the Pre-Funded Warrants, including

payment of any applicable exercise price therefor, will be validly issued, fully paid and

nonassessable.

hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to the incorporation

by reference of this opinion into the Registration Statement, and we further consent to the use of our name under the caption “Legal

Matters” in the Registration Statement, the Base Prospectus and the Prospectus Supplement. By giving such consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations

of the Commission.

Very

truly yours,

/s/

Nelson Mullins Riley & Scarborough LLP

Nelson

Mullins Riley & Scarborough LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

THIS

SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 24, 2026, between

Glucotrack, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto

(each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act of 1933, as amended (the “Securities Act”) as to the Shares and the Pre-Funded Warrants (each as defined herein)

(collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally

and not jointly, desires to purchase from the Company, the Securities of the Company as provided 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 words and terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following

words and terms have the meanings set forth in this Section 1.1:

“Acquiring

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

“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.

“Agreement”

shall have the meaning ascribed to such term in the Preamble.

“BHCA”

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

“Board

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

“BSA/PATRIOT

Act” shall have the meaning ascribed to such term in Section 3.2(i).

“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.

“Closing”

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

“Closing

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

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

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is

not a Trading Day or after 4:00 p.m. (New York, NY time) and before midnight (New York, NY time) on a Trading Day).

“Common

Stock” means the common stock of the Company, par value $0.001 per share.

“Common

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

at any time shares of Common Stock, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument

that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares

of Common Stock.

“Company”

shall have the meaning ascribed to such term in the Preamble.

“Company

Counsel” means Nelson Mullins Riley & Scarborough LLP, counsel to the Company.

“Control”

(including the terms “Controlled by” and “under common Control with”) means the possession, directly

or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership

of voting securities, as trustee or executor, by contract or otherwise, including the ownership, directly or indirectly, of securities

having the power to elect a majority of the board of directors or similar body governing the affairs of such person or securities that

represent a majority of the outstanding voting securities of such person.

“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, NY time) and

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

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

“DVP”

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

“DWAC”

shall have the meaning ascribed to such term in Section 2.2(a)(ii).

“EDGAR”

means the Electronic Data Gathering, Analysis, and Retrieval System.

“ERISA”

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

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (i) shares of Common Stock, restricted stock units, or options, including the shares of Common

Stock underlying the restricted stock units or options, to employees, officers, directors, or consultants 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, (ii) Common

Stock issued upon the exercise or exchange of or conversion of any Warrants issued hereunder or Common Stock Purchase Warrants issued

to the Placement Agent in connection with the Offering and/or other securities exercisable or exchangeable for or convertible into shares

of Common Stock issued and outstanding on the date of this Agreement provided that such securities have not been amended since

the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price, or conversion

price of such securities (other than in connection with stock splits or combinations or anti-dilution provisions contained therein as

disclosed in the SEC Reports and the Prospectus) or to extend the term of such securities or securities issuable in connection with a

transaction involving the Company and existing stockholders in which the Company offers the existing stockholders the option to exchange

their shares of Common Stock for other securities of the Company, (iii), securities issued pursuant to merger, acquisition, 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, further

that any such issuance shall only be to a Person that (or to the equity holders of a Person) which is, itself or through its subsidiaries,

an operating company, or an owner of an asset in a business synergistic with the business of the Company and in which the Company receives

benefits in addition to any investment of funds, but shall not include a transaction in which the Company is issuing securities primarily

for the purpose of raising capital or to an entity whose primary business is investing in securities, and (iv) securities for settlement

of outstanding payables or liabilities 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.

Page 2 of 32

“FCPA”

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

“FDA”

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

“FDCA”

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

“Federal

Reserve” shall have the meaning ascribed to such term in Section 3.1(ii).

“Food

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

“FTC”

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

“GAAP”

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

“GDPR”

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

“Indebtedness”

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

“Issuer

Free Writing Prospectus” shall have the meaning ascribed to such term in Section 3.1(f).

“IT

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

“Intellectual

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

“Liens”

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

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Placement Agent and the directors and

officers of the Company, substantially in the form of Exhibit A attached hereto.

“Material

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

“Material

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

“Misconduct”

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

“Money

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

“Non-cooperative

Jurisdiction” shall have the meaning ascribed to such term in Section 3.2(j).

“OFAC”

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

“Offering”

shall mean the offering of the Securities contemplated by this Agreement and the Registration Statement.

“Per

Share Purchase Price” equals $2.04, subject to adjustment for reverse and forward share splits, share dividends, share combinations

and other similar events with respect to shares of Common Stock that occur after the date of this Agreement and prior to the Closing;

provided that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.001.

Page 3 of 32

“Person”

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

company, joint share 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(oo).

“Placement

Agency Agreement” means the Placement Agency Agreement by and between the Company and the Placement Agent dated as of September

24, 2026, as it may be amended from time to time.

“Placement

Agent” means Dawson James Securities, Inc.

“Policies”

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

“Pre-Funded

Warrants” means the Common Stock Purchase Warrants delivered to certain of the Purchasers at the Closing in accordance with

Section 2.2(a)(iii) hereof to the extent any Purchasers elect to receive Pre-Funded Warrants in lieu of Shares, which Pre-Funded Warrants

shall be exercisable into shares of Common Stock and shall be in the form of Exhibit B attached hereto, which Pre-Funded Warrants

shall be exercisable beginning on the Initial Exercise Date (as defined therein) until all of the Pre-Funded Warrants have been exercised,

and shall be exercisable at an exercise price of $0.001 per share.

“Pre-Settlement

Period” shall have the meaning set forth in Section 5.21.

“Pre-Settlement

Shares” shall have the meaning set forth in Section 5.21.

“Privacy

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

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, a preliminary inquiry, an informal investigation

or a partial proceeding, such as a deposition), whether commenced or threatened.

“Product”

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

“Prospectus”

means the most recent prospectus that formed a part of the Registration Statement, as supplemented by the Prospectus Supplement.

“Prospectus

Supplement” means the supplement to the base prospectus included in the Registration Statement complying with Rule 424(b) of

the Securities Act that is filed or to be filed with the Commission and delivered or made available by the Company to each Purchaser

in accordance with the Securities Act.

“Purchaser”

shall have the meaning ascribed to such term in the Preamble.

“Purchaser

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

“Registration

Statement” means the effective registration statement on Form S-3 filed with SEC (File No. 333-282297), which became effective

on October 3, 2024 and which registers the sale of the Securities to the Purchasers.

“Required

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

“Rule

144” means Rule 144 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such

Rule.

Page 4 of 32

“Rule

424” means Rule 424 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such

Rule.

“SEC”

means the Securities and Exchange Commission.

“SEC

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

“Securities”

means the Shares and the Warrants.

“Securities

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

“Shares”

means the shares of Common Stock which are issuable to each Purchaser pursuant to this Agreement.

“Shell

Bank” shall have the meaning ascribed to such term in Section 3.2(i).

“Short

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

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

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for the Shares or Pre-Funded Warrants (in lieu of 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 (minus, if applicable, a Purchaser’s aggregate exercise

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

“Subsidiary”

of any person means any corporation, partnership, limited liability company, joint stock company, joint venture or other organization

or entity, whether incorporated or unincorporated, which is Controlled by such Person, and shall, where applicable, also include any

direct or indirect subsidiary of the Company formed or acquired after the date of this Agreement.

“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 shares of Common Stock are listed or quoted for trading

on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,

or the NYSE American (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Lock-Up Agreements, the Warrants, all exhibits and schedules thereto and hereto and any

other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Vstock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere,

NY 11598, and any successor transfer agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (i) if the shares of Common Stock are then

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

preceding date) on the Trading Market on which the shares of Common Stock are then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York, NY time) to 4:02 p.m. (New York, NY time)), (ii) if the OTCQB or OTCQX is not a Trading Market,

the volume weighted average price of a share of Common Stock for such date (or the nearest preceding date) on the OTCQB or OTCQX, (iii)

if shares of Common Stock are not then listed or quoted for trading on the OTCQB or OTCQX and if prices for shares of Common Stock are

then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to

its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (iv) in all other cases, the

fair market value per share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority

in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid

by the Company.

Page 5 of 32

“Warrants”

means the Pre-Funded Warrants.

“Warrant

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

ARTICLE

II.

PURCHASE AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,

agree to purchase, up to an aggregate of $3,100,000 of the Securities. Notwithstanding anything herein to the contrary, to the

extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Subscription Amount (together with such Purchaser’s

Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such

Purchaser’s beneficial ownership of the shares of Common Stock to exceed the Beneficial Ownership Limitation, or as such Purchaser

may otherwise choose, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Shares as determined pursuant to Section

2.2(a). The “Beneficial Ownership Limitation” shall be 4.99% (or, with respect to each Purchaser, at the election

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

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

Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available

for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver

to each Purchaser its respective Shares and/or Pre-Funded Warrants, as applicable to such Purchaser and as indicated on such Purchaser’s

signature page hereto and determined based on its respective Subscription Amount and election for Shares and/or Pre-Funded Warrants,

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

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely by electronic transfer

of the Transaction Documents and other items deliverable hereunder. Unless otherwise directed by the Placement Agent, settlement of the

Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Securities registered in the Purchasers’ names

and addresses, and the Shares shall be released by the Transfer Agent directly to the account(s) at the Placement Agent identified by

each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable

Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

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 copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The

Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s

Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such

Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser;

Page 6 of 32

(iii)

duly executed Pre-Funded Warrants, if any, issued and registered in the name of such Purchaser, as applicable, to such Purchaser;

(iv)

a legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent;

(v)

a good standing certificate or its equivalent of the Company and each of its Subsidiaries in each such entity’s jurisdiction of

incorporation or formation issued by the relevant competent state or local government authority or registrar of companies or entities

as applicable, dated as of a date within ten (10) days of the Closing Date;

(vi)

a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to the Placement

Agent;

(vii)

a certificate executed by the Secretary of the Company, in form and substance reasonably satisfactory to the Placement Agent;

(viii)

Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by the Company and each officer and

director of the Company;

(ix)

the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

and

(x)

the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

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

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants,

which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement

with the Company or its designees.

2.3

Closing Conditions.

(a)

Subject to Section 5.21 below, as applicable, 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.

Page 7 of 32

(b)

Subject to Section 5.21 below, as applicable, 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 since the date of this Agreement and to the Closing Date;

(v)

from the date of this Agreement to the Closing Date, trading in the shares of Common Stock shall not have been suspended by the SEC or

any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not

have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,

or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing;

(vi)

no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto, has been issued under

the Securities Act; and

(vii)

all obligations, covenants and agreements of the Company required to be performed under the Placement Agency Agreement at or prior to

the Closing Date shall have been performed.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser

as of the date hereof and as of the Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such

date):

(a)

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

owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and

all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and

free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)

Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the

jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and

to carry on its business as currently conducted. The Company and each of the Subsidiaries has all necessary authorizations, approvals,

orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date

of this Agreement to conduct its business purpose in all material respects as described in the Registration Statement and SEC Reports

and to own or lease its properties. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its

respective certificate or articles of incorporation or association, bylaws or other organizational or charter documents. Each of the

Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in

each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where

the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a

material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the

results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as

a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations

under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change

in the market price or trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse

Effect. No Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail

such power and authority or qualification.

Page 8 of 32

(c)

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

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

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

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

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

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

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

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

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

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

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

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

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

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

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

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

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

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

other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary

is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required

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

of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and

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

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

(e)

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

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

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

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the SEC of the Prospectus, (iii) application(s) to each applicable

Trading Market for the listing of the Shares and the Warrant Shares for trading thereon in the time and manner required thereby, and

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

Page 9 of 32

(f)

Issuance of the Securities; Registration; Use of Form S-3. 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 non-assessable, free and clear of all Liens

imposed by the Company. The Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their

terms. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Warrants against payment therefor

as provided therein, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company. The Company

has reserved from its duly authorized capital the maximum number of shares of Common Stock issuable pursuant to this Agreement and the

Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein).

The

Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, and such amendments

and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities

Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of

the Registration Statement or Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or,

to the knowledge of the Company, are threatened by the Commission. The issuance by the Company of the Securities has been registered

under the Securities Act, the Securities are being issued pursuant to the Registration Statement and all of the Securities are freely

transferable and freely tradable by each of the Purchasers without restriction. The Company, if required by the rules and regulations

of the Commission, shall file the Prospectus and the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the

Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration

Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and

did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading; and the Prospectus, the Prospectus Supplement, and any amendments or supplements

thereto, at time the Prospectus, the Prospectus Supplement, or any amendment or supplement thereto was issued and at the Closing Date,

conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The Company meets all of the requirements for the use of Form S-3 under the Securities Act

for the offering and sale of the Securities contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified

the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the Securities Act.

The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The Company has not been and

is not currently an “Ineligible Issuer” (as defined in Rule 405 under the Securities Act).

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g) which Schedule 3.1(g)

shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date

hereof. The Company has not issued any capital stock or Common Stock Equivalents since its most recently filed periodic report under

the Exchange Act, other than pursuant to the exercise of employee stock options or vesting and settlement of restricted stock units under

the Company’s stock option or equity incentive plans, the issuance of shares of Common Stock to employees pursuant to any employee

stock purchase plans, and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most

recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation,

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

and sale of the Securities and set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to,

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

exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or Common Stock Equivalents

or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The

issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or Common Stock Equivalents

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, and the issuance and sale of the Securities will not result in a right of any holder of Company

securities or instruments to adjust, the exercise, conversion, exchange or reset price under any of such securities or instruments 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 where applicable, and none of such outstanding shares was issued in violation

of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval

or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There

are no shareholders 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 shareholders.

Page 10 of 32

(h)

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

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

registration statement on Form S-3 (File No. 333-282297), for the one (1) year preceding the date of this Agreement (or such shorter

period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto

and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC

Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior

to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements

of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of

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

in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i)

under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable

accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial

statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis

during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes

thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material

respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

The selected financial data set forth under the caption “Selected Financial Data” in the SEC Reports fairly present, on the

basis stated in such SEC Reports, the information included therein. The agreements and documents described in the Registration Statement

and the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other

documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the

Prospectus or the SEC Reports or to be filed with the SEC as exhibits to the Registration Statement, that have not been so described

or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or

may be bound or affected and (i) that is referred to in the Registration Statement or the SEC Reports, or (ii) is material to the Company’s

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

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

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

(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and

(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses

and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been

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

and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both,

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

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

of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including,

without limitation, those relating to environmental laws and regulations.

Page 11 of 32

(i)

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

within the SEC Reports, except as set forth in Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option or equity incentive plans. The Company does not have pending before the SEC any request for confidential

treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in Schedule 3.1(i),

no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist

with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial

condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made

or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

(j)

Litigation. There is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any

Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory

authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability

of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected

to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the

subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws or a claim of breach

of fiduciary duty, which could result in a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is

not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.

The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the Exchange Act or the Securities Act.

(k)

Labor Relations. (1) No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. (2) No executive officer of the Company or any Subsidiary, to the knowledge of

the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure

or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in

favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries

to any liability with respect to any of the foregoing matters. (3) To the Company’s knowledge, (a) no allegation of sexual harassment,

sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise

(“Misconduct”) have been made involving any current or former director, officer, employee or independent contractor

of the Company or any of its Subsidiaries, (b) neither the Company nor any of its Subsidiaries have entered into any settlement agreements

related to allegations of Misconduct by any current or former director, officer, employee, or independent contractor of the Company or

any of its Subsidiaries. (4) The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreign

laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except

where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

Page 12 of 32

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator

or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to the U.S. Food and Drug Administration

(“FDA”) and comparable foreign regulators, the U.S. Federal Trade Commission (“FTC”), state unfair

trade practice laws and rules and foreign equivalents, taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material

Adverse Effect.

(m)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,

except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of Proceedings relating to the revocation or

modification of any Material Permit. The disclosures in the Registration Statement concerning the effects of federal, state, local and

all foreign regulation on the Company’s business as currently contemplated are correct in all material respects. The Company is

and has been in material compliance with any term of any such Material Permits, except for any violations which would not reasonably

be expected to have a Material Adverse Effect. The Company has not received notice of any Proceeding from any governmental authority

or third party alleging that any product, operation or activity is in violation of any applicable laws or regulations or Material Permits

or has any knowledge that any such entity or third party is considering any such Proceeding, nor, to the Company’s knowledge, has

there been any material noncompliance with or violation of any applicable laws or regulations by the Company that could reasonably be

expected to require the issuance of any such communication or result in an investigation, corrective action, or enforcement action by

any governmental authority.

(n)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them

and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,

in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all

material respects.

(o)

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,

trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights

and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date

of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary

has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim

or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could

not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property

Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company

and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual

properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

Page 13 of 32

(p)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,

but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that

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

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

(q)

Transactions With Affiliates and Employees. Except as set forth in Schedule 3.1(q), none of the executive officers or directors

of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently

a party to any transaction with the Company or any Subsidiary (other than for services as employees, executive officers and directors),

including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real

or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to

or from any executive officer, director or such employee or, to the knowledge of the Company, any entity in which any executive officer,

director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner in, in

each case in excess of 1% of the Company’s average total assets as of December 31, 2025 and 2024 other than for: (i) payment of

salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee

benefits, including equity award or option agreements under any equity incentive plan of the Company.

(r)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable

requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date of this Agreement and applicable to the Company and

the Subsidiaries, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date

of this Agreement and as of the Closing Date and applicable to the Company and the Subsidiaries. The Company and the Subsidiaries maintain

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

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

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

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls

and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic

report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed

periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls

and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal

control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially

affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Page 14 of 32

(s)

Certain Fees. Except as set forth in the Prospectus, no brokerage or finder’s fees or commissions are or will be payable

by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or

other Person with respect to the transactions contemplated by the Transaction Documents, other than the fees and expenses payable to

the Placement Agent pursuant to the Placement Agency Agreement. Pursuant to the Placement Agency Agreement, the Company has agreed to

pay to the Placement Agent a cash placement fee equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company

from the sale of the Securities at the Closing (the “Placement Fee”). The Placement Agent may deduct the Placement Fee from

the net proceeds of the Offering payable to the Company on the Closing Date. In addition, the Company has agreed to pay or reimburse

the Placement Agent for all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses relating

to the registration of the Securities with the SEC, (b) all FINRA Public Offering filing fees, (c) all fees and expenses relating to

the listing of the Common Stock on the applicable national stock exchange, (d) all fees, expenses and disbursements relating to the registration

or qualification of the Securities under applicable state “blue sky” securities laws (including the fees and expenses of

“blue sky” counsel, which shall be Placement Agent’s counsel, it being agreed that such fees shall be $10,000), (e)

all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under applicable foreign

securities laws, (f) the costs of all mailing and printing of the Offering documents, (g) transfer and/or stamp taxes, if any, payable

upon the transfer of Securities from the Company to the Purchasers, (h) the fees and expenses of the Company’s accountants, and

(i) “road show” expenses, diligence expenses and legal fees of Placement Agent’s counsel, not to exceed $50,000 in

the aggregate. The Placement Agent may deduct such expenses from the net proceeds of the Offering payable to the Company on the Closing

Date. In the event the Offering is terminated, the Company has agreed to reimburse the Placement Agent for its expenses as provided in

Section 5 of the Placement Agency Agreement. Other than for Persons directly engaged by a Purchaser, if any, the Purchasers shall have

no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t)

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

will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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

under the Investment Company Act of 1940, as amended.

(u)

Registration Rights. Other than the selling stockholders listed in the resale prospectus of the Registration Statement, no Person

has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company

or any Subsidiary.

(v)

Listing and Maintenance Requirements. The shares of Common Stock are 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 shares of Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating

such registration. The Company has not, in the twelve (12) months preceding the date of this Agreement, received notice from any Trading

Market on which the shares of Common Stock are or have 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 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.

(w)

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

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

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

laws of its jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the

Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result

of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Page 15 of 32

(x)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting

transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding

the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct in all material

respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by

the Company during the 12 months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material

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

the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes

or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set

forth in Section 3.2 hereof.

(y)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering of the Securities

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market

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

(z)

Solvency. Except as disclosed in the Preliminary Prospectus or the Prospectus, based on the consolidated financial condition of

the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities

hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect

of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s

assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including

its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and

projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds

the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would

be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not

intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable

on or in respect of its debt). Except as disclosed in the Preliminary Prospectus or the Prospectus, the Company has no knowledge of any

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

laws of any jurisdiction within one (1) year from the Closing Date. The Preliminary Prospectus and the Prospectus sets forth as of the

date of this Agreement and as of the Closing Date, respectively, all outstanding secured and unsecured Indebtedness of the Company or

any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed in excess of Fifty Thousand Dollars ($50,000) (other than trade accounts

payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of

indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the

notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary

course of business; and (z) the present value of any lease payments in excess of One Hundred Thousand Dollars ($100,000) due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

Page 16 of 32

(aa)

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

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

and franchise taxes and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which

it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined

to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment

of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid

taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any

Subsidiary know of no basis for any such claim.

(bb)

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

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

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

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

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

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

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

material respects with the FCPA.

(cc)

Accountants. The Company’s independent registered public accounting firm is set forth in the Preliminary Prospectus and

the Prospectus. To the knowledge of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange

Act and (ii) is independent within the meaning of the applicable requirements of the Securities Act, the Exchange Act and the PCAOB.

(dd)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

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

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

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

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

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

transactions contemplated hereby by the Company and its representatives.

(ee)

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been

asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the

Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified

term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”

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

shares of Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length

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

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

(if any) could reduce the value of the existing shareholders’ 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.

Page 17 of 32

(ff)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf (other than the Placement Agent,

as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization

or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid

for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person

any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and

(iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(gg)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,

officer, agent, employee or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(hh)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(ii)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total

equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its

Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject

to the BHCA and to regulation by the Federal Reserve.

(jj)

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

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable United States federal and state and foreign money laundering statutes and applicable rules and regulations thereunder (collectively,

the “Money Laundering Laws”), and no Proceeding by or before any court or governmental agency, authority or body or

any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the

Company or any Subsidiary, threatened.

(kk)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating

to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface

strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or

toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating

to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well

as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Page 18 of 32

(ll)

Food and Drug Regulations. As to each product subject to the jurisdiction of the FDA under the Federal Food, Drug and Cosmetic

Act, and the regulations thereunder (the “FDCA”) and similar or comparable governmental authorities located in other

countries and laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application

approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising,

record keeping and filing of reports, including, without limitation in foreign jurisdictions including Health Canada (collectively, “Food

and Drug Regulations”), that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company

or any of its Subsidiaries (each such product, a “Product”), such Product is being manufactured, packaged, labeled,

tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under applicable Food and Drug

Regulations, except where the failure to be in compliance would not have or would reasonably be expected to have a Material Adverse Effect

or as is disclosed in the Preliminary Prospectus or the Prospectus. Except as disclosed in the Preliminary Prospectus or the Prospectus,

there is no pending, completed or, to the Company’s knowledge, threatened, Proceeding against the Company or any of its Subsidiaries,

and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication arising from or relating

to Food and Drug Regulations, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution

of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Product, (ii) withdraws its

approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional

materials relating to, any Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,

(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree

of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations

by the Company or any of its Subsidiaries (including Food and Drug Regulations), and which, either individually or in the aggregate,

would have or would reasonably be expected to have a Material Adverse Effect. The properties, business and operations of the Company

have been and are being conducted in all material respects in accordance with all applicable Food and Drug Regulations. The Company has

not been informed by the FDA or any other governmental authority that such governmental authority will prohibit the marketing, sale,

license or use in the United States or in another jurisdiction of any product proposed to be developed, produced or marketed by the Company.

(mm)

Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options or awards prior to, or otherwise knowingly coordinate the grant of stock options

or awards with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial

results or prospects.

(nn)

Cybersecurity. There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s

information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees,

suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems

and Data”) that would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect and

(i) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any material security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries

are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and

disaster recovery technology consistent with industry standards and practices.

Page 19 of 32

(oo)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years

were, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

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

handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice

of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and

(iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its

subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy

Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,

social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the FTC, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece

of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of

any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures made or contained

in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery

and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the

Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or

the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request

or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental

or regulatory authority that imposed any obligation or liability under any Privacy Law.

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 of this Agreement and as of the Closing Date to the Company as follows (unless as of a specific date therein,

in which case they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

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

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

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

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

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

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

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

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this

representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or

otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the

ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),

(a)(7) or (a)(8), (a)(9), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule

144A(a) under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Page 20 of 32

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto), and the SEC Reports including the Prospectus and, has been afforded, (i) the opportunity to ask

such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions

of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company

and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate

its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable

effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges

and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information

or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any

Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate

may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection

with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial

advisor or fiduciary to such Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

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

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

pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

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

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g)

Ownership of Company Securities. Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser,

any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s

for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group”

of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic

interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities,

rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities)

of the Company.

(h)

[Reserved.]

(i)

Sanctioned Persons; BSA/PATRIOT Act. Purchaser is not owned or controlled by or acting on behalf of (in connection with this Agreement),

a Sanctioned Person. Purchaser is not an institution that accepts currency for deposit and that (i) has no physical presence in the jurisdiction

in which it is incorporated or in which it is operating and (ii) is unaffiliated with a regulated financial group that is subject to

consolidated supervision (a “Shell Bank”) or providing banking services to a Shell Bank. Purchaser represents that

if it is a financial institution subject to 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 (collectively, the “BSA/PATRIOT Act”), that Purchaser maintains policies

and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Purchaser also represents that, to

the extent required by applicable law, it maintains, either directly or through the use of a third-party administrator, policies, and

procedures reasonably designed for the screening of any investors in the Purchaser against Sanctions-related lists of blocked or restricted

persons. Purchaser further represents and warrants that (A) the funds held by Purchaser and used to purchase the Securities were not

directly or indirectly derived from or related to any activities that may contravene U.S. federal, state, or non-U.S. anti-money laundering,

anti-corruption, or Sanctions laws and regulations or activities that may otherwise be deemed criminal and (B) any returns from the Purchaser’s

investment will not be used to finance any illegal activities. For purposes of this Agreement, “Sanctioned Person”

means at any time any person or entity with whom dealings are restricted, prohibited, or sanctionable under any Sanctions (as defined

below), including as a result of being: (I) listed on any Sanctions-related list of designated or blocked or restricted persons; (II)

that is a national of, the government of, or any agency or instrumentality of the government of, or resident in, or organized under the

laws of, a country or territory that is the target of comprehensive Sanctions from time to time; or (III) a relationship of ownership,

control, or agency with any of the foregoing. “Sanctions” means those trade, economic and financial sanctions laws,

regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted, or enforced from time

to time by (1) the United States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control,

the U.S. Department of State, and the U.S. Department of Commerce), (2) the European Union and enforced by its member states, (3) the

United Nations, and (4) the United Kingdom.

Page 21 of 32

(j)

Non-cooperative Jurisdiction. Purchaser is not owned or controlled by or acting on behalf of (in connection with this Agreement),

a person or entity resident in, or whose funds used to purchase the Securities are transferred from or through, a country, territory,

or entity that (i) has been designated as non-cooperative with international anti-money laundering or counter terrorist financing principles

or procedures by the United States or by an intergovernmental group or organization, such as the Financial Action Task Force, of which

the United States is a member; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department

of the Treasury; or (iii) has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting

special measures due to money laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”),

or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.

(k)

ERISA. If Purchaser is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974,

as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975

of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined

in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA), or other plan that is not subject to the foregoing

but may be subject to provisions under any other federal, state, local, non-U.S., or other laws or regulations that are similar to such

provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such

plan, account or arrangement subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Purchaser

represents and warrants that the acquisition and holding of the Securities will not result in a non-exempt prohibited transaction under

ERISA or Section 4975 of the Code.

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.

Page 22 of 32

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

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

to cover the issuance or resale of the Warrant Shares or if the Warrants are exercised via cashless exercise, the Warrant Shares issued

pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement

(or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise

available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that

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

effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not

limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal

and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement)

registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

4.2

Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired,

the Company covenants to use its reasonable efforts 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 except

in the event that the Company consummates: (A) any transaction or series of related transactions as a result of which any Person (together

with its Affiliates) acquires then outstanding securities of the Company representing more than fifty percent (50%) of the voting control

of the Company; (B) a merger or reorganization of the Company with one or more other entities in which the Company is not the surviving

entity; or (C) a sale of all or substantially all of the assets of the Company.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction

unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers

or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms

that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and

each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,

and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the

prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with

respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is

required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement

or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name

of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser,

except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC 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.

Page 23 of 32

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material 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 to the receipt of such information

and agreed 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 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 file such notice with the

SEC on a Current Report on Form 8-K or shall issue a press release containing such material non-public information. 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 Securities hereunder for the purposes set forth in

the Prospectus, including for the satisfaction of the Company’s outstanding debt. The Company shall not use such proceeds for (a)

for the redemption of any shares of Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or

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 (i) any breach of any of the representations, warranties, covenants or agreements made by the Company

in this Agreement or in the other Transaction Documents, (ii) any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or Prospectus or by any omission or alleged omission to state therein a material fact necessary to make

the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged

untrue statements in, or omissions or alleged omissions from, information relating to a Purchaser Party furnished in writing by or on

behalf of such Purchaser Party expressly for use in the Registration Statement or Prospectus), or (iii) any Proceeding instituted against

the Purchaser Parties in any capacity (including a Purchaser Party’s status as an investor), or any of them or their respective

Affiliates, by the Company or any stockholder of the Company who is not an Affiliate of such Purchaser Party, arising out of or relating

to any of the transactions contemplated by the Transaction Documents. For avoidance of doubt, the indemnification provided herein is

intended to and shall also cover, direct claims brought by the Company against the Purchaser Parties; provided, however, that such indemnification

shall not cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any Purchaser

Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in any Transaction

Document or any conduct by a Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful

misconduct. If any Proceeding 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, except with respect to direct claims brought by the

Company, 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 Proceeding and participate in the defense

thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the

employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period

of time to assume such defense and to employ counsel or (iii) in such Proceeding there is, in the reasonable opinion of counsel to the

applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between the position of the Company

and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more

than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement for any settlement by a Purchaser

Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed. In addition, if

any Purchaser Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any Transaction

Documents, then the Company shall pay the cost incurred by such Purchaser Party for such collection, enforcement or action, including,

but not limited to, attorney’s fees and disbursements. The indemnification and other payment obligations required by this Section

4.8 shall be made by periodic payments of the amount thereof during the course of the investigation, defense, collection, enforcement

or action, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not

to be entitled to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any

payments that are advanced under this sentence. 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.

Page 24 of 32

4.9

Reservation of Shares of Common Stock. As of the date of this Agreement, 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 the Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.10

Listing of Shares. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the

Shares and Warrant Shares on each Trading Market on which any shares of Common Stock are currently listed, and concurrently with the

Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Markets and promptly secure the

listing of all of the Shares and Warrant Shares on such Trading Markets. The Company further agrees, if the Company applies to have the

shares of Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares,

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

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

shares of Common Stock on a Trading Market and will comply in all material 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. Notwithstanding

the foregoing, this Section 4.10 shall not apply in the event that the Company consummates: (i)

any transaction or series of related transactions as a result of which any Person (together with its Affiliates) acquires then outstanding

securities of the Company representing more than fifty percent (50%) of the voting control of the Company; (ii) a merger or reorganization

of the Company with one or more other entities in which the Company is not the surviving entity; or (iii) a sale of all or substantially

all of the assets of the Company.

4.11

Subsequent Equity Sales.

(a)

From the date hereof until six (6) months after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents, or (ii) file any

registration statement or amendment or supplement thereto, other than with respect to the Registration Statement or a registration statement

on Form S-8, except for the Securities issued pursuant hereto or otherwise in connection with the Offering.

(b)

From the date hereof until six (6) months after the Closing Date, the Company shall be prohibited from effecting or entering into an

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

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company

(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to

receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based

upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of

such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date

after the initial issuance of such debt or equity security (other than in connection with a stock split or stock dividend or similar

event) or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the

market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity

line of credit, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement

have actually been issued and regardless of whether such agreement is subsequently canceled; provided, however, that commencing thirty

(30) days after the Closing Date, the Company’s issuance of Common Stock or Common Stock Equivalents pursuant to an at-the-market

facility with the Placement Agent as sales agent shall not be deemed a Variable Rate Transaction. The Purchaser shall be entitled to

obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect

damages.

Page 25 of 32

(c)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate

Transaction shall be an Exempt Issuance.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly, 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, 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. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the

contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that

it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent,

including, without limitation, the Placement Agent after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect

to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this

Agreement.

4.14

Exercise Procedures. The form of Notice of Exercise included in the Warrants sets forth the totality of the procedures required

of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to

exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,

conditions and time periods set forth in the Transaction Documents.

Page 26 of 32

4.15

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its reasonable efforts

to seek specific performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party hereto to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice

delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (i) the time of transmission, if such notice or communication is

delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached

hereto at or prior to 5:30 p.m. (New York, NY time) on a Trading Day, (ii) the next Trading Day after the time of transmission, if such

notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the

signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York, NY time) on any Trading Day, (iii)

the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon

actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as

set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,

or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice

with the SEC pursuant to a Current Report on Form 8-K or by issuing a press release containing such material non-public information.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on

the Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party

against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or group of Purchasers), the consent of 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 amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

Page 27 of 32

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

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

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

Third-Party Beneficiaries. The Placement Agent shall be a third-party beneficiary of the representations and warranties of the

Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit

of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof

be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not

personally subject to the jurisdiction of any such court, that such 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 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 a 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 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 Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for

the applicable statute of limitations.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature

page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

Page 28 of 32

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission

of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded

exercise notice concurrently (if such shares were delivered to the applicable Purchaser) with the return to such Purchaser of the aggregate

exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant

to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

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

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Proceeding for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. 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.

Page 29 of 32

5.18

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.20

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward share splits, share dividends, share combinations and other similar events with respect to the shares of Common Stock and

Warrants that occur after the date of this Agreement.

5.21

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution

of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to a Closing (the “Pre-Settlement

Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at

the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any

additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall

be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall

not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of

such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the foregoing shall not

constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall

sell any Shares to any Person and that any such decision to sell any Shares by such Purchaser shall be made, in the sole discretion of

such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

5.22

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)

Page 30 of 32

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.

GLUCOTRACK,

INC.

Address

for Notice:

301

Rte. 17 North, Ste. 800

By:

Rutherford, NJ 07070

Name:

Erik

Emerson

E-Mail:

erik@lokahithera.com

Title:

Chief

Executive Officer

With

a copy to (which shall not constitute notice):

David

Mannheim, Esq.

Nelson

Mullins Riley & Scarborough LLP

301

Hillsborough Street, Suite 1400

Raleigh,

NC 27603

E-Mail:

david.mannheim@nelsonmullins.com

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

[PURCHASER

SIGNATURE PAGES TO Glucotrack, 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: _________________________________________

Facsimile

Number of Authorized Signatory: __________________________________________

Address

for Notice to Purchaser (and delivery of Warrants):

Address

for Delivery of Applicable Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

(if applicable) _________________

Pre-Funded

Warrants: (if applicable)

EIN

Number: _______________________

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

PLACEMENT

AGENCY AGREEMENT

Dawson

James Securities, Inc.

2700 N. Military Trail – Suite 100

Boca Raton, FL 33431

September 24, 2026

Ladies

and Gentlemen:

This

letter (this “Agreement”) constitutes the agreement between Glucotrack, Inc., a Delaware corporation (the

“Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve

as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a

reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”)

by the Company of its Securities (as defined in Section 3 of this Agreement). The Company expressly acknowledges and agrees that

Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this

Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the

Securities or any portion thereof or the success of Dawson placing the Securities.

1. Appointment

of Dawson James Securities, Inc. as Exclusive Placement Agent.

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

and conditions of this Agreement, the Company hereby appoints the Placement Agent as its exclusive placement agent in connection with

a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities

Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-282297), and Dawson agrees to act as the

Company’s exclusive Placement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of

or attempt to place all or part of the Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination

of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit

or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent

will act as an agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the Securities from

the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use

commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has

been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated

to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated

for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account

and, in soliciting purchases of the Securities, the Placement Agent shall act solely as an agent of the Company. The Services provided

pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis.

The

Placement Agent will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement

Agent deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in

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

and may pay any sub-agent a solicitation fee with respect to any Securities placed by it. The Company and Placement Agent shall negotiate

the timing and terms of the Offering and acknowledge that the Offering and the provision of Placement Agent services related to the Offering

are subject to market conditions and the receipt of all required related clearances and approvals.

2. Fees;

Expenses; Other Arrangements.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire

transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement

Fee”) equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities at the closing

(the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Placement

Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein

to be paid by the Company to the Placement Agent.

B. Offering

Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing

fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all

fees and expenses relating to the listing of the Company’s common stock on the national stock exchange on which it is listed; (d)

all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky”

securities laws of such states and other jurisdictions as Dawson may reasonably designate (including, without limitation, all filing and

registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Dawson’s counsel it

being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses

and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign

jurisdictions as Dawson may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or

stamp taxes, if any, payable upon the transfer of Securities from the Company to the Investors; (h) the fees and expenses of the Company’s

accountants; and (i) “road show” expenses, diligence expenses and legal fees of Dawson’s counsel not to exceed in the

aggregate $50,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the

expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is

terminated, the Company agrees to reimburse the Placement Agent to the extent required by Section 5 hereof.

3. Description

of the Offering.

The

Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and,

collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of shares of the

Company’s common stock (“Common Stock” or “Shares”) or pre-funded warrants (in lieu of Shares),

each to purchase one Share (“Pre-Funded Warrants” and, together with the Shares, the “Securities”). The

purchase price for one Share shall be $2.04 and the purchase price for one Pre-Funded Warrant in lieu of a Share shall be $2.039

(each, the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser

whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any

loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.

4. Delivery

and Payment; Closing.

Settlement

of the Securities purchased by an Investor shall be made by 5:00 p.m. on the Closing Date by wire transfer from the Placement Agent in

federal (same day) funds, payable to the order of the Company after electronic delivery of the Shares via the DWAC system (or such other

method agreed to by the parties) in accordance with the Placement Agent’s instructions as requested in writing prior to the Closing

Date. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking

institutions are authorized or obligated by law to close in New York, New York.

The

Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement to the

contrary, each Closing shall take place at the offices of ArentFox Schiff LLP, 1717 K Street NW, Washington, DC 20006. Deliveries of

the documents with respect to the purchase of the Securities, if any, shall be made at the offices of ArentFox Schiff LLP, 1717 K Street

NW, Washington, DC 20006 on the Closing Date. All actions taken at a Closing shall be deemed to have occurred simultaneously.

5. Term

and Termination of Agreement.

The

term of this Agreement will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering

or 11:59 p.m. (New York Time) on the fifth Business Day after the date hereof. Notwithstanding anything to the contrary contained herein,

any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s

representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or

termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement

may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall

be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 19

shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the

event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof

pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent the expenses provided for in Section 2.B.

above and upon demand the Company shall pay the full amount thereof to the Placement Agent.

6. Permitted

Acts.

Nothing

in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated

persons and any individual or entity “controlling,” controlled by,” or “under common control” with the

Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation

the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship

with any 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.

7. Representations,

Warranties and Covenants of the Company.

The

representations and warranties made by the Company to the Purchasers pursuant to Article III of the Securities Purchase Agreement, dated

as of the date hereof, by and between the Company and the Purchasers (the “Securities Purchase Agreement”), are hereby incorporated

herein by reference and shall be deemed to have been made to, and for the benefit of, the Placement Agent with the same force and effect

as if such representations and warranties were set forth herein in their entirety, in each case as of the date hereof and as of the Closing

Date as though then made. In addition, as of the date and time of the execution of this Agreement, the Closing Date and the Initial Sale

Time (as defined herein), the Company represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its

filings with the Securities and Exchange Commission (the “Commission”), that:

A. Registration

Matters.

i. The

Company has filed with the Commission a registration statement on Form S-3 (File No. 333-282297)

including a related prospectus, for the registration of certain securities (the “Shelf

Securities”), including the Securities, under the Securities Act and the rules

and regulations thereunder (the “Securities Act Regulations”). The registration

statement has been declared effective under the Securities Act by the Commission. The “Registration

Statement,” as of any time, means such registration statement as amended by any

post-effective amendments thereto to such time, including the exhibits and any schedules

thereto at such time, the documents incorporated or deemed to be incorporated by reference

therein at such time pursuant to Form S-3 under the Securities Act and the documents otherwise

deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”)

or Rule 430B under the Securities Act Regulations (“Rule 430B”); provided,

however, that the “Registration Statement” without reference to a time means

such registration statement as amended by any post-effective amendments thereto as of the

time of the first contract of sale for the Securities, which time shall be considered the

“new effective date” of such registration statement with respect to the Securities

within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules

thereto as of such time, the documents incorporated or deemed incorporated by reference therein

at such time pursuant to Form S-3 under the Securities Act and the documents otherwise deemed

to be a part thereof as of such time pursuant to Rule 430A or Rule 430B. Any registration

statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter

called the “Rule 462(b) Registration Statement,” and after such filing the term

“Registration Statement” shall include the Rule 462(b) Registration Statement.

The prospectus covering the Shelf Securities in the form first used to confirm sales of the

Securities (or in the form first made available to the Placement Agent by the Company to

meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter

referred to as the “Base Prospectus.” The Base Prospectus, as supplemented

by the prospectus supplement specifically related to the Securities in the form first used

to confirm sales of the Securities (or in the form first made available to the Placement

Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities

Act), is hereinafter referred to, collectively, as the “Prospectus,” and

the term “Preliminary Prospectus” means any preliminary form of the Prospectus,

including any preliminary prospectus supplement specifically related to the Securities filed

with the Commission by the Company with the consent of the Placement Agent.

ii. All

references in this Agreement to financial statements and schedules and other information

which is “contained,” “included” or “stated” (or other

references of like import) in the Registration Statement, any Preliminary Prospectus or the

Prospectus shall be deemed to include all such financial statements and schedules and other

information incorporated or deemed incorporated by reference in the Registration Statement,

such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution

and delivery of this Agreement; and all references in this Agreement to amendments or supplements

to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed

to include the filing of any document under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and the rules and regulations thereunder (the “Exchange

Act Regulations”), incorporated or deemed to be incorporated by reference in the

Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be,

at or after the execution and delivery of this Agreement.

iii. The

term “Disclosure Package” means (i) the Preliminary Prospectus, as most

recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein),

and (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule

I hereto. For purposes of clarity, the Company is not eligible to use a Free Writing Prospectus.

iv. The

term “Issuer Free Writing Prospectus” means any issuer free writing prospectus,

as defined in Rule 433 of the Securities Act Regulations. The term “Free Writing

Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities

Act Regulations.

v. Any

Preliminary Prospectus when filed with the Commission, and the Registration Statement as

of each effective date and as of the date hereof, complied or will comply, and the Prospectus

and any further amendments or supplements to the Registration Statement, any Preliminary

Prospectus or the Prospectus will, when they become effective or are filed with the Commission,

as the case may be, comply, in all material respects, with the requirements of the Securities

Act and the Securities Act Regulations; and the documents incorporated by reference in the

Registration Statement, any Preliminary Prospectus or the Prospectus complied, and any further

documents so incorporated will comply, when filed with the Commission, in all material respects

to the requirements of the Exchange Act and Exchange Act Regulations.

vi. The issuance by the Company of the Securities has been registered under the Securities Act. The Securities will be issued pursuant

to the Registration Statement and each of the Securities will be freely transferable and freely tradable by each of the Investors without

restriction, unless otherwise restricted by applicable law or regulation. The Company is eligible to use Form S-3 under the Securities

Act and it meets the transaction requirements with respect to the aggregate market value of the Securities being sold pursuant to this

offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

B. Stock

Exchange Listing. The Common Stock is approved for listing on The Nasdaq Capital Market (the “Exchange”) and the

Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor

has the Company received any notification that the Exchange is contemplating terminating such listing.

C. No

Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing

or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s

knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any)

from the Commission for additional information.

D. Subsidiaries.

The Company’s subsidiaries have been duly incorporated and are validly existing as entities in good standing under the laws of jurisdictions

of their respective organization, with power and authority to own, lease and operate their respective properties and conduct their respective

businesses as described in the Preliminary Prospectus, and have been duly qualified as foreign corporations for the transaction of business

and are in good standing under the laws of each other jurisdictions in which they own or lease properties or conduct any business so

as to require such qualification, except where the failure so to qualify or be in good standing would not have a Material Adverse Change

(as defined below); all of the issued and outstanding capital stock (or other ownership interests) of such subsidiaries has been duly

and validly authorized and issued, is fully paid and non-assessable and is owned, directly and indirectly, by the Company free and clear

of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Unless otherwise set forth, all references in this Section

7 to the “Company” shall include references to all such subsidiaries.

E. Disclosures

in Registration Statement.

i. Compliance

with Securities Act and 10b-5 Representation.

(a) Each

of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects

with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the

time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities

Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering

and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

(b)

None of the Registration Statement, any amendment thereto, or the Preliminary Prospectus, as of the date hereof (the “Initial

Sale Time”), and at the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted,

omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and

in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent expressly

for use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information

provided by or on behalf of any Placement Agent consists solely of the following disclosure contained in the following paragraphs in

the “Plan of Distribution” section of the Prospectus: (i) the name of the Placement Agent, and (ii) the information under

the subsection “Fees and Expenses” (the “Placement Agent’s Information”).

Disclosure Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an untrue statement of

a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained

in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented

by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements

omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the

Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment thereof

or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists

solely of the Placement Agent’s Information; and

(d)

Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant

to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or

will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement Agent’s Information.

ii. Disclosure

of Agreements. The agreements and documents described in the Registration Statement,

the Disclosure Package and the Prospectus conform in all material respects to the descriptions

thereof contained therein and there are no agreements or other documents required by the

Securities Act and the Securities Act Regulations to be described in the Registration Statement,

the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits

to the Registration Statement, that have not been so described or filed. Each agreement or

other instrument (however characterized or described) to which the Company is a party or

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

Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company’s

business, has been duly authorized and validly executed by the Company, is in full force

and effect in all material respects and is enforceable against the Company and, to the Company’s

knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability

may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’

rights generally, (y) as enforceability of any indemnification or contribution provision

may be limited under the federal and state securities laws, and (z) that the remedy of specific

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

defenses and to the discretion of the court before which any proceeding therefor may be brought.

None of such agreements or instruments has been assigned by the Company, and neither the

Company nor, to the Company’s knowledge, any other party is in default thereunder and, to

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

of notice, or both, would constitute a default thereunder, except as disclosed in the Registration

Statement, the Disclosure Package and the Prospectus. To the Company’s knowledge, performance

by the Company of the material provisions of such agreements or instruments will not result

in a violation of any existing applicable law, rule, regulation, judgment, order or decree

of any governmental agency or court, domestic or foreign, having jurisdiction over the Company

or any of its assets or businesses (each, a “Governmental Entity”), including,

without limitation, those relating to environmental laws and regulations.

iii. Prior

Securities Transactions. For the past three completed fiscal years through the date hereof,

no securities of the Company have been sold by the Company or, to the Company’s knowledge,

by or on behalf of, or for the benefit of, any person or persons controlling, controlled

by or under common control with the Company, except as disclosed in the Registration Statement,

the Disclosure Package and the Preliminary Prospectus or, with respect to parties other than

the Company, other filings by such other persons with the Commission.

iv. Regulations.

The disclosures in the Registration Statement, the Disclosure Package and the Prospectus

concerning the effects of federal, state, local and all foreign regulation on the Offering

and the Company’s business as currently contemplated are correct in all material respects

and no other such regulations are required to be disclosed in the Registration Statement,

the Disclosure Package and the Prospectus which are not so disclosed.

v. Changes

After Dates in Registration Statement.

(a) No

Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure

Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial

position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a

material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects

of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company,

other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position

with the Company.

(b) Recent

Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,

the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration

Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other than (a) grants under any

stock compensation plan and (b) shares of common stock issued upon exercise or conversion of option, warrants or convertible securities

described in the Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or

contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital

stock.

F. Independent

Accountants. Each independent registered public accounting firm whose report is included or incorporated by reference in the Registration Statement,

the Disclosure Package or the Prospectus (the “Auditors”) was, during the periods covered by such report and while engaged

by the Company, independent within the meaning of the Securities Act, the Exchange Act and the applicable rules and standards of the PCAOB.

During such time period in which the Auditors served as the Company’s independent registered public accounting firm the Auditors

did not or have not, during the periods covered by the financial statements included in the Registration Statement, the Disclosure Package

and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

SEC Reports; Financial Statements, etc. The Company has complied in all material respects with requirements to file all reports,

schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including

pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and

regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material

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

of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect

thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted

accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise

specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes

required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries

as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited

statements, to normal year-end audit adjustments that are not expected to be material in the aggregate. The financial statements, including

the notes thereto and supporting schedules included in the Registration Statement, the Disclosure Package and the Prospectus, fairly

present in all material respects the financial position and the results of operations of the Company at the dates and for the periods

to which they apply; and such financial statements have been prepared in conformity with GAAP, consistently applied throughout the periods

involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be

material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration

Statement present fairly in all material respects the information required to be stated therein. Except as included therein, no historical

or pro forma financial statements are required to be included in the Registration Statement, the Disclosure Package or the Prospectus

under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related

notes, if any, included in the Registration Statement, the Disclosure Package and the Prospectus have been properly compiled and prepared

in all material respects in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and

present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable

and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures

contained in the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures”

(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item

10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package and

the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and

other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on

the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,

or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Disclosure Package and the

Prospectus, (a) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material

transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution

of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company (other than (i)

grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of option, warrants or convertible

securities described in the Registration Statement, the Disclosure Package and the Prospectus), and (d) there has not been any Material

Adverse Change in the Company’s long-term or short-term debt.

H. Authorized

Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure Package and

the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the

Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization

set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure Package and the Prospectus,

on the Effective Date, as of the Initial Sale Time, on the Closing Date, there will be no stock options, warrants, or other rights to

purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable

into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options,

warrants, rights or convertible securities.

I. Valid

Issuance of Securities, etc.

i. Outstanding

Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement

have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission

with respect thereto, and are not subject to personal liability by reason of being such holders; and except as disclosed in the Registration

Statement, the Disclosure Package and the Prospectus, none of such securities were issued in violation of the preemptive rights of any

holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock, Company

preferred stock and other outstanding securities conform in all material respects to all statements relating thereto contained in the

Registration Statement, the Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock were

at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or,

based in part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements.

ii.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable;

the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and

will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the

Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly

taken; the Common Stock underlying the Pre-Funded Warrants has been duly authorized and reserved for issuance by all necessary corporate

action on the part of the Company and when paid for, if applicable, and issued in accordance with the Pre-Funded Warrants, such Common

Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability

by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders

of any security of the Company or similar contractual rights granted by the Company. The Securities conform in all material respects to

all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.

Registration Rights of Third Parties. No existing holders of any securities of the Company or any rights exercisable for or convertible

or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under

the Securities Act or to include any such securities in a registration statement to be filed by the Company.

Validity and Binding Effect of Agreements. This Agreement and the Pre-Funded Warrants each has been duly and validly authorized by the Company, and, when executed and delivered,

will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance with its respective terms,

except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’

rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities

laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable

defenses and to the discretion of the court before which any proceeding therefor may be brought.

L. No

Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Pre-Funded Warrants, and all ancillary documents, the consummation by the Company of the transactions

herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without

the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions

of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or

encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a

party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated

from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time

to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree

of any Governmental Entity as of the date hereof.

M. Reserved.

N. No

Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any

material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument

evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which

the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of

any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation,

judgment or decree of any Governmental Entity applicable to the Company.

O. Corporate

Power; Licenses; Consents.

i. Except

as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has all requisite corporate power

and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental

regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration

Statement, the Disclosure Package and the Prospectus.

ii.

The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof,

and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization

or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of

the Securities and the shares of Common Stock underlying the Pre-Funded Warrants, and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated

by the Registration Statement, the Disclosure Package and the Prospectus, except with respect to applicable federal and state securities

laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Litigation; Governmental Proceedings. There is no material action, suit, proceeding, inquiry, arbitration, investigation, litigation

or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s

knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Disclosure Package and the

Prospectus or in connection with the Company’s listing application for the additional listing of the Common Stock (including the

Common Stock underlying the Pre-Funded Warrants)

on the Exchange.

Q. Good

Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of

the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction

in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,

singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

R. Insurance.

The Company carries or is entitled to the benefits of insurance, with, to the Company’s knowledge, reputable insurers, and in such amounts

and covering such risks which the Company believes are reasonably adequate, and all such insurance is in full force and effect. The Company

has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii)

to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and

at a cost that would not result in a Material Adverse Change.

S. Transactions

Affecting Disclosure to FINRA.

i. Finder’s

Fees. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no claims, payments,

arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any

executive officer or director of the Company (each, an “Insider”) with respect to the sale of the Securities hereunder

or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may

affect the Placement Agent’s compensation, as determined by FINRA.

ii. Payments

Within Twelve (12) Months. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company

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

or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided

capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association

with any FINRA member, within the twelve (12) months prior to the date hereof, other than (A) the payment to the Placement Agent as provided

hereunder in connection with the Offering, and (B) other payments to the Placement Agent under other engagement letters.

iii. Use

of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,

except as specifically authorized herein.

iv. FINRA

Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 5% or

more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered

equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is

an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations

of FINRA).

v. Information.

To the Company’s knowledge, all information provided by the Company’s officers and directors in their FINRA Questionnaires to counsel

to the Placement Agent specifically for use by counsel to the Placement Agent in connection with its Public Offering System filings (and

related disclosure) with FINRA is true, correct and complete in all material respects.

T. Foreign

Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of

the Company or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift

or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee

or agent of a customer or supplier, or official or employee of any Governmental Entity or any political party or candidate for office

(domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it

in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal

or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued

in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable

steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with

the Foreign Corrupt Practices Act of 1977, as amended.

U. Compliance

with OFAC. Neither of the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company

or any other person acting on behalf of the Company, is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly,

use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions

administered by OFAC.

V. Money

Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes

of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit

or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to

the knowledge of the Company, threatened.

W. Officers’

Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Placement Agent Counsel

shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.

X. Related

Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required

to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not been described as required.

Y. Board

of Directors. The qualifications of the persons serving as board members and the overall composition of the board comply with the

Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley

Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board

of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation

S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify

as “independent,” as defined under the listing rules of the Exchange.

Z. Sarbanes-Oxley

Compliance.

i. The

Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the

Exchange Act Regulations applicable to it, and such controls and procedures are effective to ensure that all material information concerning

the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings

and other public disclosure documents.

ii. The

Company is, or at the Initial Sale Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley

Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance

(not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.

AA. Accounting

Controls. The Company maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15

and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have

been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar

functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)

access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware of any material

weaknesses in its internal controls. The Auditors and the Audit Committee of the Board of Directors of the Company have been advised

of: (i) all significant deficiencies and material weaknesses, if any, in the design or operation of internal controls over financial

reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the

Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, if any, known to the Company’s management,

whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over

financial reporting.

BB. No

Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof

as described in the Registration Statement, the Disclosure Package and the Prospectus, will not be, required to register as an “investment

company,” as defined in the Investment Company Act of 1940, as amended.

CC. No

Labor Disputes. No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent, except

where such dispute would not be expected to have a Material Adverse Change.

DD. Intellectual

Property Rights. To the Company’s knowledge, the Company has, or can acquire on reasonable terms, ownership of and/or license to,

or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures), patents and patent rights trademarks, service marks and trade names, copyrights,

(collectively “Intellectual Property”) material to carrying on its business as described in the Prospectus. The Company

has not received any correspondence relating to (A) infringement or misappropriation of, or conflict with, any Intellectual Property

of a third party; (B) asserted rights of others with respect to any Intellectual Property of the Company; or (C) assertions that any

Intellectual Property of the Company is invalid or otherwise inadequate to protect the interest of the Company, that in each case (if

the subject of any unfavorable decision, ruling or finding), individually or in the aggregate, would have or would reasonably be expected

to have a Material Adverse Change. There are no third parties who have been able to establish any material rights to any Intellectual

Property, except for the retained rights of the owners or licensors of any Intellectual Property that is licensed to the Company. There

is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability

or scope of any Intellectual Property of the Company or (B) challenging the Company’s rights in or to any Intellectual Property or (C)

that the Company materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary

rights of others. The Company has complied in all material respects with the terms of each agreement described in the Registration Statement,

Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed to the Company, and all such agreements related

to products currently made or sold by the Company, or to product candidates currently under development, are in full force and effect.

All patents issued in the name of, or assigned to, the Company, and all patent applications made by or on behalf of the Company (collectively,

the “Company Patents”) have been duly and properly filed. The Company is not aware of any material information that

was required to be disclosed to the United States Patent and Trademark Office (the “PTO”) but that was not disclosed

to the PTO with respect to any issued Company Patent, or that is required to be disclosed and has not yet been disclosed in any pending

application in the Company Patents and that would preclude the grant of a patent on such application. To the Company’s knowledge, the

Company is the sole owner of the Company Patents.

EE. Taxes.

The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has

duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter defined) shown as due on such

returns that were filed and has paid all taxes imposed on or assessed against the Company, except for such exceptions as could not be

expected, individually or in the aggregate, to have a Material Adverse Change. The provisions for taxes payable, if any, shown on the

financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or

not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing

to the Placement Agent, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of

the returns or taxes asserted as due from the Company, and (ii) no waivers of statutes of limitation with respect to the returns or collection

of taxes have been given by or requested from the Company. The term “taxes” mean all federal, state, local, foreign and other

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

withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other

taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional

amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents

required to be filed in respect to taxes.

FF. Employee

Benefit Laws. To the extent applicable, the operations of the Company and its subsidiaries are and have been conducted at all times

in material compliance with the Employee Retirement Income Security Act of 1974, as amended, the rules and regulations thereunder and

any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Employee Benefit Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority

or body or any arbitrator involving the Company or its subsidiaries with respect to the Employee Benefit Laws is pending or, to the knowledge

of the Company, threatened.

GG. Compliance

with Laws. The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence from any Governmental

Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses all material Authorizations

and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations,

in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (D) has

not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action

from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or

Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration,

action, suit, investigation or proceeding; (E) has not received written notice that any Governmental Entity has taken, is taking or intends

to take action to limit, suspend, modify or revoke any Authorizations; (F) has filed, obtained, maintained or submitted all material

reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable

Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements

or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent

submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted

or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other

notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to

the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

HH. Preclinical

Tests, Clinical Tests and Regulatory Compliance. The preclinical tests and clinical trials, and other studies (collectively, “Studies”)

that are described in, or the results of which are referred to in, the Registration Statement or the Prospectus were and, if still pending,

are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such

Studies; each description of the results of such Studies is accurate in all material respects and fairly presents the data derived from

such Studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with

the results described or referred to in the Registration Statement or the Prospectus; the Company and its subsidiaries have made all

such filings and obtained all such clearances, approvals or exemptions as are required by the Food and Drug Administration of the U.S.

Department of Health and Human Services (“FDA”) or any committee thereof or from any other U.S. or foreign medical

device regulatory agency, or a health care facility Institutional Review Board (collectively, the “Regulatory Agencies”);

the Company has not committed any act, made any statement or failed to make any statement that would reasonably be expected to provide

a basis for the FDA or any other Regulatory Agencies to invoke its policy with respect to “Fraud, Untrue Statements of Material

Facts, Bribery, and Illegal Gratuities”, or similar policies, set forth in any applicable U.S. or foreign laws; and neither the

Company nor any of its subsidiaries has received any written notice of, or written correspondence from, any Regulatory Agency requiring

the termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement, the

Time of Sale Prospectus or the Prospectus.

II. Compliance

with Health Care Laws. The Company and its subsidiaries are, and at all times in the last five years have been, in compliance in

all material respects with all applicable Health Care Laws. For purposes of this Agreement, “Health Care Laws” means

the applicable provisions of the following: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Public

Health Service Act (42 U.S.C. Section 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable federal, state, local

and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)),

the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal false statements law (42 U.S.C. Section 1320a-7b(a)), 18 U.S.C.

Sections 286 and 287, the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of

1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the Stark Law (42 U.S.C. Section 1395nn), the civil monetary penalties

law (42 U.S.C. Section 1320a-7a), the exclusion law (42 U.S.C. Section 1320a-7), the U.S. Physician Payments Sunshine Act (42 U.S.C.

Section 1320a-7h), and applicable laws governing all government funded or sponsored healthcare programs; (iii) HIPAA, as amended by the

Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); (iv) European Union Council Directive

93/42/EEC (the Medical Device Directive “MDD”) and European Union Regulation No. 2017/745 (the Medical Devices Regulation

“MDR”), in each case as applicable; (v) licensure, quality, safety and accreditation requirements under all applicable

federal, state, local or foreign laws or regulatory bodies; and all other local, state, federal, national, supranational and all other

applicable foreign laws, relating to the regulation of the Company or its subsidiaries, and (vi) the regulations promulgated pursuant

to such statutes and any state or non-U.S. counterpart thereof. Neither the Company nor any of its subsidiaries has received written

notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any U.S. or foreign

equivalent court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity

is in violation of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing,

enforcement, investigation, arbitration or other action threatened. The Company and its subsidiaries have filed, maintained or submitted

all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required

to be filed, maintained or submitted by any Health Care Laws in connection with the development, manufacture and commercialization of

the Company’s products, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements

or amendments were complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent

submission). Neither the Company nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements,

consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority. Additionally,

neither the Company nor any of its subsidiaries or any of their respective employees, officers, directors, nor, to the knowledge of the

Company, agents has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical

research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action

that would reasonably be expected to result in debarment, suspension, or exclusion.

JJ. Health Care Product Manufacturing Compliance. The manufacture of the Company’s and its subsidiaries’ products and product candidates

by or on behalf of the Company and its subsidiaries is being conducted in compliance in all material respects with all applicable Health

Care Laws, including, without limitation, (i) the FDA’s current good manufacturing practice regulations at 21 CFR Part 820, (ii)

ISO 13485:2016, MDD, or MDR, in each case to the extent applicable, and, (iii) to the extent applicable, all the respective counterparts

thereof promulgated by Regulatory Agencies in countries outside the United States. Neither the Company nor any of its subsidiaries has

had, to the extent applicable to the Company’s or its subsidiaries’ products and product candidates, any manufacturing site

(whether Company-owned, subsidiary-owned or, to the Company’s knowledge, that of a third party manufacturer for the Company’s

or its subsidiaries’ product candidates) subject to a Regulatory Agency’s (including the FDA or EMA) shutdown or import or

export prohibition, nor received any FDA, EMA or other Regulatory Agencies “warning letters,” or “untitled letters”

alleging or asserting material noncompliance with any applicable Health Care Laws, written requests to make material changes to the Company’s

or its subsidiaries’ product candidates, processes or operations, or other similar written correspondence or notice from the FDA,

EMA or other Regulatory Agencies alleging or asserting material noncompliance with any applicable Health Care Laws, other than those

that have been satisfactorily addressed and/or closed with the FDA, EMA or other Regulatory Agencies. To the knowledge of the Company,

neither the FDA, EMA or any other Regulatory Agencies is considering such action.

KK. Industry

Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package and the Prospectus

are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the

Company’s good faith estimates that are made on the basis of data derived from such sources.

LL. Forward-Looking

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

Act) contained in the Registration Statement, the Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith.

MM. Margin

Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of

Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of the Offering

will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or

retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which

might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U

or X of the Federal Reserve Board.

NN. Integration.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated

with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under

the Securities Act.

OO. Confidentiality

and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any

confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could

reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result

in a Material Adverse Change.

PP.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for

a period of six (6) months after the date of this Agreement (the “Lock-Up Period”), without the prior written consent

of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract

to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares

of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the

Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital

stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other

than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i)

or (ii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise;

or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this

section shall not apply to (i) the issuance by the Company of Common Stock upon the exercise of stock options, warrants or the conversion

of a security, in each case, that is outstanding on the date hereof, or (ii) the grant by the Company of stock options or other stock-based

awards, or the issuance of shares of capital stock of the Company under any stock compensation plan of the Company in effect on the date

hereof. The foregoing restrictions shall not apply to the Company’s issuance of Common Stock or Common Stock Equivalents pursuant

to an at-the-market facility with the Placement Agent as sales agent.

QQ. Lock-Up

Agreements. The Company has caused each of its officers and directors to deliver to the Placement Agent an executed Lock-Up Agreement,

in such form as approved by the Placement Agent (the “Lock-Up Agreement”), prior to the execution of this Agreement.

8. Conditions

of the Obligations of the Placement Agent.

The

obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the

Company set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely

performance by the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following

additional conditions.

A. Regulatory

Matters.

i. Effectiveness

of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and, on the

Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been

issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued

and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by

the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with

the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date, shall have been made within the

applicable time period prescribed for such filing by Rule 424.

ii. FINRA

Clearance. On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from FINRA as to the

amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.

iii. Listing

of Additional Shares. On or before the Closing Date of this Agreement, the Company shall have received clearance from The Nasdaq

Stock Market, Inc. with respect to the Company’s application for the additional listing of the securities sold in the Offering.

B. Company

Counsel Matters.

i. On

the Closing Date, the Placement Agent shall have received the favorable opinion of Nelson Mullins Riley & Scarborough LLP, outside

counsel for the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably

satisfactory to the Placement Agent.

C. Reserved.

D. Officers’

Certificates.

i. Officers’

Certificate. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive

Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Disclosure

Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto,

as of the Initial Sale Time and through the Closing Date did not include any untrue statement of a material fact and did not omit to

state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Disclosure Package,

as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of its date and as of the Closing Date, the

Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any

untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the

light of the circumstances in which they were made, not misleading, (ii) since the filing of the most recent Form 10-Q, no event has

occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Disclosure Package or the Prospectus,

(iii) to their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in

this Agreement are true and correct, and the Company has complied with all agreements and satisfied all conditions on its part to be

performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent

audited financial statements included in the Disclosure Package, any Material Adverse Change in the financial position or results of

operations of the Company, or any change or development that, singularly or in the aggregate, would involve a Material Adverse Change

or a prospective Material Adverse Change, in or affecting the condition (financial or otherwise), results of operations, business, assets

or prospects of the Company, except as set forth in the Prospectus.

ii. Secretary’s

Certificate. As of the Closing Date the Placement Agent shall have received a certificate of the Company signed by the Secretary

of the Company, dated the Closing Date, certifying: (i) that each of the Company’s Charter and Bylaws is true and complete, has

not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the

Offering are in full force and effect and have not been modified; and (iii) the good standing of the Company and its U.S. subsidiaries.

The documents referred to in such certificate shall be attached to such certificate.

E. No

Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving

a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company

from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus;

(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates

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

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

except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued

under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration

Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements

which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in

all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement,

the Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact

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

under which they were made, not misleading.

Reserved.

G. Delivery

of Agreements.

(i) Lock-Up

Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed copies of the

Lock-Up Agreements from each of the Company’s officers and directors.

(ii)

Reserved.

H. Additional

Documents. At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions as they may require

in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;

and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory

in form and substance to the Placement Agent and Placement Agent Counsel.

9. Indemnification

and Contribution; Procedures.

A. Indemnification

of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling

such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the

Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred

to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other

liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses

(including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement)

(collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified

Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising

out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement,

the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each

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

connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the

Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9,

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

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

commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to

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

unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company

also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s

enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights

to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

B. Procedure.

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

reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided

that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which

the Company may have on account of this Section 9 or otherwise to such Indemnified Person, except to the extent (and only to the extent)

that its ability to assume the defense is actually impaired by such failure or delay. The Company shall, if requested by the Placement

Agent, assume the defense of any such action (including the employment of counsel reasonably satisfactory to the Placement Agent).

Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly

to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such Indemnified

Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents

(or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified Person, to represent both

such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being understood, however,

that the Company shall not be liable for the expenses of more than one separate counsel (together

with local counsel), representing the Placement Agent and all Indemnified persons who are parties to such action. The Company

shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld).

In addition, the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent to the entry

of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification

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

consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all

Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a

statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement,

reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the

amount thereof during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable,

and in such amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following

the date of any invoice therefor).

C. Indemnification

of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the

Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or

omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement

thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought

against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure

Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent,

the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall

have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement

Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any,

who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with

the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any

Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement

Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section

9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure.

D. Contribution.

In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person, then each

indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such proportion as

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

Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding

clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand,

and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities

or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less

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

excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative fault shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Placement Agent on the

other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or

omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection

(D) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations

referred to above in this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and

to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion

as: (a) the total value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions

paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within

the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.

E. Limitation.

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

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

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

or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)

of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with

any such advice, actions, inactions or services.

F. Survival.

The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and effect

regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.

Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section

9 as if he/she/it was a party to this Agreement.

10. Limitation

of Dawson’s Liability to the Company.

Dawson

and the Company further agree that neither Dawson nor any of its affiliates or any of their respective officers, directors, controlling

persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any

liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company

(whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities,

costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses,

fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Dawson and that are

finally judicially determined to have resulted solely from the gross negligence or willful misconduct of Dawson.

11. Limitation

of Engagement to the Company.

The

Company acknowledges that Dawson has been retained only by the Company, that Dawson is providing services hereunder as an independent

contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Dawson is not deemed to be on behalf

of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto

as against Dawson or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing

by Dawson, no one other than the Company is authorized to rely upon any statement or conduct of Dawson in connection with this Agreement.

The Company acknowledges that any recommendation or advice, written or oral, given by Dawson to the Company in connection with Dawson’s

engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,

and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used

or relied upon for any other purpose. Dawson shall not have the authority to make any commitment binding on the Company. The Company,

in its sole discretion, shall have the right to reject any investor introduced to it by Dawson. If any purchase agreement and/or related

transaction documents are entered into between the Company and the investors in the Offering, Dawson will be entitled to rely on the

representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction

documents as if such representations, warranties, agreements and covenants were made directly to Dawson by the Company.

12. Amendments

and Waivers.

supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The

failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless

of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.

13. Confidentiality.

the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such

Offering, including, without limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers

and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any

purposes other than those contemplated under this Agreement.

14. Headings.

The

headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be

part of this Agreement.

15. Counterparts.

This

Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

16. Severability.

case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and

enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

17. Use

of Information.

The

Company will furnish Dawson such written information as Dawson reasonably requests in connection with the performance of its services

hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, Dawson will use and rely entirely

upon such information as well as publicly available information regarding the Company and other potential parties to an Offering and

that Dawson does not assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly

available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any

financial information, forecasts or projections considered by Dawson in connection with the provision of its services.

18. Absence

of Fiduciary Relationship.

The

Company acknowledges and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the

sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created

in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising

the Company on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by

the Company following discussions and arms-length negotiations with the Placement Agent and the Company is capable of evaluating and

understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it

has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions that may involve interests

that differ from those of the Company and that the Placement Agent has no obligation to disclose such interest and transactions to the

Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement Agent is acting,

in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the

Company and that the Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent

permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection

with the Offering.

19. Survival

Of Indemnities, Representations, Warranties, Etc.

The

respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as

set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless

of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and

shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation

any termination pursuant to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in Sections

2, 9, 10, and 11, respectively, and the Company’s covenants, representations, and warranties set forth in this Agreement shall

not terminate and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section

9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in full force

and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Placement Agent, any

person who controls any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act

or any affiliate of any Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the

Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery

of the Securities.

20. Governing

Law.

This

Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to

be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard

only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to submit

themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive

any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York.

21. Notices.

All

communications hereunder shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:

to the Company:

Glucotrack,

Inc.

301

Rte. 17 North, Ste. 800

Rutherford,

NJ 07070

Attention:

Chief Executive Officer

to the Placement Agent:

Dawson

James Securities, Inc.

2700 N. Military

Trail – Suite 100

Boca

Raton, FL 33431

Attention:

Chief Executive Officer

Any

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

22. Miscellaneous.

This

Agreement shall not be modified or amended except in writing signed by Dawson and the Company. This Agreement constitutes the entire

agreement of Dawson and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision

of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any

other respect, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts

(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one

and the same instrument.

23. Successors.

This

Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors

and controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representatives, and, except

as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder.

24. Partial

Unenforceability.

The

invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

[SIGNATURE

PAGE TO FOLLOW]

acknowledgment that the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally

bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.

Very

truly yours,

GLUCOTRACK,

INC.

By:

/s/

Erik Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

Confirmed

as of the date first written above:

DAWSON JAMES SECURITIES, INC.

By:

/s/

Robert D. Keyser, Jr.

Name:

Robert

D. Keyser, Jr.

Title:

CEO

SCHEDULE

Issuer

General Use Free Writing Prospectuses

None.

EX-10.3

Filename: ex10-3.htm · Sequence: 6

Exhibit

10.3

Lock-Up

Agreement

September

24, 2026

Dawson

James Securities, Inc.

2700

N. Military Trail – Suite 100

Boca

Raton, FL 33431

Ladies

and Gentlemen:

The

undersigned understands that Dawson James Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement

Agency Agreement (the “Agreement”) with Glucotrack, Inc., a Delaware corporation (the “Company”),

providing for the public offering (the “Public Offering”) of securities, consisting of shares of the Company’s

common stock (“Common Stock” or “Shares”) or pre-funded warrants (in lieu of Shares), each to purchase

one Share (“Pre-Funded Warrants” and together with the Shares, the “Securities”).

induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without

the prior written consent of the Placement Agent, the undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated

under the Securities Act of 1933, as amended) of the undersigned or any person in privity with the undersigned or any affiliates of the

undersigned not to, during the period commencing on the date of the final prospectus (the “Prospectus”) relating to

the Public Offering and ending 90 days thereafter (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell,

grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock or any securities convertible into

or exercisable or exchangeable for shares of capital stock, whether now owned or hereafter acquired by the undersigned or with respect

to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);

(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership

of the Lock-Up Securities; (3) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within

the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the U.S. Securities and

Exchange Commission promulgated thereunder with respect to any Common Stock owned directly by the undersigned (including holding as a

custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities

and Exchange Commission, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of Lock-Up

Securities, in cash or otherwise; (4) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities;

or (5) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge

or other arrangement relating to any Lock-Up Securities.

Any

release or waiver granted by the Placement Agent hereunder shall only be effective two (2) business days after the publication date of

a press release announcing such release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected

solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the

same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such

transfer.

provision in this agreement shall be deemed to restrict or prohibit (a) draws or purchase notices under the Company’s existing

equity line of credit facility with Sixth Borough Capital Fund LP; (b) conversions or exchanges of existing indebtedness or other securities

of the Company into equity pursuant to their existing terms; (c) exercises of outstanding warrants or options of the Company; or (d)

the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Common

Stock, as applicable; provided that the undersigned does not transfer the Common Stock acquired on such exercise, exchange or

conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision

herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other

than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up

Period); provided that no Lock-Up Securities may be sold within the Lock-Up Period pursuant to any such “10b5-1” plan.

The

undersigned understands that the Company and the Placement Agent are relying upon this lock-up agreement in proceeding toward consummation

of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the

undersigned’s heirs, legal representatives, successors and assigns.

This

lock-up agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns (which do not

include any investors in the offering referenced herein) and is not for the benefit of, nor may any provisions hereof be enforced by,

any other person (including any investors in the offering referenced herein).

The

undersigned understands that, if the Prospectus is not filed with the U.S. Securities and Exchange Commission within 20 days of the date

hereof, or if the Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment

for and delivery of the Securities to be sold thereunder, whichever is earlier, then this lock-up agreement shall be void and of no further

force or effect.

Whether

or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only

be made pursuant to the Agreement, the terms of which are subject to negotiation between the Company and the Placement Agent.

[SIGNATURE

PAGE TO FOLLOW]

Very truly yours,

(Name - Please Print)

(Signature)

(Name of Signatory, in the

case of entities - Please Print)

(Title of Signatory, in the

case of entities - Please Print)

Address:

EX-99.1

Filename: ex99-1.htm · Sequence: 7

Exhibit 99.1

Glucotrack,

Inc. Announces Pricing of $3 Million Public Offering

RUTHERFORD,

N.J. & LA JOLLA, Calif.: Sept. 24, 2026—(BUSINESS WIRE)—Glucotrack, Inc. (NASDAQ: GCTK) (“Glucotrack” or

the “Company”) today announced the pricing of a “best efforts” public offering of 169,388 shares of common stock

at a price of $2.04 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,350,220

shares of common stock at a price of $2.039 per pre-funded warrant. The Company expects to receive aggregate gross proceeds of approximately

$3,100,000, before deducting placement agent fees and offering expenses. The offering was priced at-the-market under Nasdaq rules. The

offering is expected to close on or about September 25, 2026, subject to the satisfaction of customary closing conditions.

Dawson

James Securities, Inc. is acting as the sole placement agent for the public offering.

This

public offering is being made by the Company pursuant to a registration statement on Form S-3 (File No. 333-282297), which was declared

effective by the United States Securities and Exchange Commission (“SEC”) on October 3, 2024. The securities may only be

offered by means of the final prospectus supplement and accompanying base prospectus relating to the offering. Copies of the final prospectus

supplement and accompanying base prospectus may be obtained, when available, from the SEC’s website at www.sec.gov or from Dawson

James Securities, Inc. Attention: Prospectus Department, 2700 North Military Trail, Suite 100, Boca Raton, FL 33431, investmentbanking@dawsonjames.com

or toll free at 866.928.0928.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale

of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification

under the securities laws of any such jurisdiction.

About

Lōkahi Therapeutics™

Lōkahi

Therapeutics™ (“Lōkahi”) is a capital-efficient biopharmaceutical platform company focused on identifying, evaluating,

acquiring, and advancing overlooked therapeutic assets. Through its ai² platform and ai² Futures Lab execution model, Lōkahi

integrates cross-functional expertise and disciplined decision-making to drive strategic development and long-term value creation. For

more information, please visit www.lokahithera.com. For more information about the ai² Division programs, please visit www.ai2equals.com.

Information on the company’s website does not constitute a part of and is not incorporated by reference into this press release.

About

Glucotrack, Inc.

Glucotrack,

Inc. (NASDAQ: GCTK) operates Lōkahi and, through its subsidiary Glucotrack Technologies, Inc., focuses on the design, development,

and commercialization of novel technologies for people with diabetes, including a long-term implantable continuous blood glucose monitoring

system. The Glucotrack CBGM is an Investigational Device and is limited by federal law to investigational use. For more information,

please visit www.glucotrack.com. Information on the company’s website does not constitute a part of and is not incorporated by

reference into this press release.

Forward-Looking

Statements

This

press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are

statements other than historical facts and may include statements that address future operating, financial or business performance or

Glucotrack’s strategies or expectations and statements regarding the completion of the offering, and the satisfaction of customary

closing conditions related to the offering. In some cases, you can identify these statements by forward-looking words such as “may”,

“might”, “will”, “should”, “expects”, “plans”, “anticipates”,

“believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook”

or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s

current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business

decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, but are not limited

to, the risk that the offering may not close when anticipated, or at all, as a result of the failure to satisfy customary closing conditions,

and market and other conditions. These risks and uncertainties also include, but are not limited to, those described under the caption

“Risk Factors” in Glucotrack’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC

on March 30, 2026, and in Glucotrack’s other filings with the SEC, which are available free of charge on the SEC’s website

at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual

results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking

statements attributable to Glucotrack or to persons acting on behalf of Glucotrack are expressly qualified in their entirety by reference

to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak

only as of the date they are made, and Glucotrack does not undertake any obligation to update them in light of new information, future

developments or otherwise, except as may be required under applicable law.

Contacts

Glucotrack

GlucotrackPR@icrinc.com

Lōkahi

Therapeutics™

ir@lokahithera.com

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