Form 8-K

8-K — FreeCast, Inc.

Accession: 0001213900-26-075148

Filed: 2026-07-06

Period: 2026-07-02

CIK: 0001633369

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297012-8k_freecast.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029701201ex4-1.htm)

EX-10.1 — PLACEMENT AGENCY AGREEMENT BETWEEN FREECAST, INC. AND A.G.P./ALLIANCE GLOBAL PARTNERS, DATED JUNE 30, 2026 (ea029701201ex10-1.htm)

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT (ea029701201ex10-2.htm)

EX-10.3 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea029701201ex10-3.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 1, 2026, ISSUED BY FREECAST, INC. ANNOUNCING THE PRICING OF THE PRIVATE PLACEMENT (ea029701201ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297012-8k_freecast.htm · Sequence: 1

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0001633369

2026-07-02

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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): July 2, 2026

FreeCast, Inc.

(Exact

name of registrant as specified in its charter)

Florida

001-43122

45-2787251

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

6901 TPC Drive, Suite 100, Orlando, Florida

32822

(Address

of principal executive offices)

(Zip

Code)

Registrant's

telephone number, including area code: (407) 374-1607

n/a

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐ Written

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

Name

of each exchange on which registered

Class A Common Stock, par value $0.0001

CAST

The Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

June 30, 2026, FreeCast, Inc., a Florida corporation (the "Company," "we," "us" or

"our") entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with new

institutional and existing long term investors (the “Investors”) for a private placement of: (i) 4,666,667 shares

of our Class A common stock, par value $0.0001 per share (the “Common Stock”); and (ii) pre-funded warrants to purchase

3,243,807 shares of Common Stock (the “Pre-Funded Warrants” and, together with the Common Stock, the “Securities”)

at a purchase price of $3.00 per share of Common Stock and Pre-Funded Warrant.

The

private placement closed on July 2, 2026. We received aggregate gross proceeds from the private placement of approximately $23.7 million,

before deducting estimated placement agent commissions and expenses, which are payable by us.

The

Securities Purchase Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification

obligations of the Company and the Investors, other obligations of the parties and termination provisions. The representations, warranties

and covenants in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely

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

agreed to use the net proceeds from the private placement for working capital and general corporate purposes. However, we cannot use

any net proceeds: (i) for the satisfaction of any portion of our debt (other than payment of trade payables in the ordinary course of

our business and prior practices); (ii) for the redemption of any Common Stock or securities convertible into Common Stock; (iii) for

the settlement of any outstanding litigation; or (iv) in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations

promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department. The Securities Purchase Agreement is governed by

the laws of the State of New York.

also agreed that, from the date of the Securities Purchase Agreement until 30 days after the date that the resale registration statement

required by the Registration Rights Agreement (as defined below) becomes effective (the “Effective Date”), we will

not: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities

convertible into Common Stock; or (ii) file any registration statement or amendment or supplement thereto, other than the registration

statement to register the Securities or filing a registration statement on Form S-8 in connection with any employee benefit plan.

The

purchase price of each Pre-Funded Warrant equals $3.00 per share minus the $0.0001 exercise price per share of the Pre-Funded

Warrant. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in

full. In accordance with the Nasdaq Global Market rules, the Pre-Funded Warrants are subject to shareholder approval, which we will obtain via

written consent without a meeting.

The

Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion thereof if such exercise would cause the

aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number

of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in

accordance with the terms of the Pre-Funded Warrants.

connection with the private placement, the Company entered into a Registration Rights Agreement with the Investors (the “Registration

Rights Agreement”) requiring the Company to file a registration statement covering the resale of all of the Registrable Securities

(as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later

than the 12th trading day following the date of the Registration Rights Agreement, and have the registration statement declared effective

by the SEC as promptly as practicable after the filing thereof, but in any event no later than 15th calendar day following the date of

the Registration Rights Agreement, or in the event of a “limited review” by the SEC, the 30th day following the date of the

Registration Rights Agreement, or in the event of a “full review” by the SEC, the 45th day following the date of the Registration

Rights Agreement.

Upon

the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Investor from reselling

the Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the

Company is obligated to pay to the Investor, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated

damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate subscription amount paid by such Investor pursuant

to the Securities Purchase Agreement.

may not file any other registration statements until all Registrable Securities (as defined in the Registration Rights Agreement) are

registered pursuant to a registration statement that is declared effective by the SEC, provided that the Company may file amendments

to registration statements filed prior to the date of the Registration Rights Agreement so long as no new securities are registered on

any such existing registration statements. All fees and expenses incident to the performance of or compliance with the Registration Rights

Agreement by the Company will be borne by the Company, whether or not any Registrable Securities (as defined in the Registration Rights

Agreement) are sold pursuant to a registration statement.

connection with the private placement, on June 30, 2026, we entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners

(the “Placement Agent”). As part of its compensation for acting as Placement Agent for the private placement, we paid

the Placement Agent a cash fee of 5.0% of the aggregate gross proceeds raised from the sale of the Securities sold to new institutional

investors and 1.0% of the aggregate gross proceeds raised from the sale of the Securities sold to existing investors.

The

above summary of the private placement, the Pre-Funded Warrants, the Placement Agency Agreement, the Securities Purchase Agreement and

the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such applicable agreements,

copies of which are attached as Exhibits 4.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein,

nor shall there be any offer, solicitation, or sale of Common Stock in any state or jurisdiction in which such offer, solicitation or

sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

3.02 Unregistered Sale of Equity Securities.

The

information contained above in Item 1.01 of this Current Report on Form 8-K related to the Securities is hereby incorporated by reference

into this Item 3.02. The Securities and the Placement Agent Warrants were sold without registration under the Securities Act of 1933,

as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act

as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited

investors and in reliance on similar exemptions under applicable state laws.

Item

7.01 Regulation FD Disclosure.

July 1, 2026, FreeCast, Inc. issued a press release announcing the pricing of the private placement. A copy of the press release is attached

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

This

information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference

in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific

reference in any such filing, regardless of any general incorporation language in the filing.

do not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change

in events, conditions, or circumstances on which any forward-looking statement is based.

Item

9.01 Financial Statements and Exhibits

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

10.1

Placement Agency Agreement between FreeCast, inc. and A.G.P./Alliance Global Partners, dated June 30, 2026.

10.2

Form of Securities Purchase Agreement

10.3

Form of Registration Rights Agreement

99.1

Press Release, dated July 1, 2026, issued by FreeCast, Inc. announcing the pricing of the private placement

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: July

2, 2026

FreeCast,

Inc.

By:

/s/ William

A. Mobley, Jr.

William A. Mobley, Jr.

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029701201ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR

WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

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

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

FREECAST, INC.

Warrant Shares:

Issue Date:

, 2026

THIS PRE-FUNDED COMMON STOCK

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

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

the Stockholder Approval Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination

Date”) but not thereafter, to subscribe for and purchase from FREECAST, INC., a Florida corporation (the “Company”),

up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common

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

2(b).

Section 1.

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated June ___, 2026, among the Company and the purchaser signatory thereto.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights

represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before

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

of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of

(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)

herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified

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

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

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

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

until the Holder has purchased all of the Warrant Shares available hereunder and this 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) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and

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

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

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) 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)(68) 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.

“Bid Price” means, for any

date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading

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

Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02

p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such

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

on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding

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

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

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

be paid by the Company.

“VWAP” means, for any date,

the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading

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

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

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

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

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

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

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

If Warrant Shares are issued in such a cashless

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

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

2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company

shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of

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

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

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

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

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

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

Day and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice

of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant

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

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

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

is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject

to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not

as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin

to accrue) 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 Purchase Agreement,

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

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

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

ii. Delivery of New Warrants Upon Exercise. If this Warrant

shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the

time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased

Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the

Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the

Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant

Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to

transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before

the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction

or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by

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

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

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

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

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

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

rescinded) and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares or deliver to the

Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery

obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with

respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000,

under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide

the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence

of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,

at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or

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

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

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

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares

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

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

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

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

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

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

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

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

vii. Closing of Books. The Company will not close its stockholder

books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations.

i. Beneficial Ownership. 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, and return any amount received

by the Company in respect of the Exercise Price for those Warrant Shares, pursuant to Section 2 or otherwise, to the extent that after

giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s

Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates and return any amount

received by the Company in respect of the Exercise Price for those Warrant Shares (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 (A) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (B) 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)(ii), 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)(ii) applies, 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.

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

(the “Reported Outstanding Share Number”). Upon the written request of a Holder, the Company shall within one (1)

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

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

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

shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 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 written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e)(ii), 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)(ii) 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. If the Company receives an Exercise Notice from the Holder

at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall notify

the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause

the beneficial ownership of Holder together with the Attribution Parties, as determined pursuant to this Section 2(e), to exceed the

Beneficial Ownership Limitation, the Holder shall then notify the Company of a reduced number of Warrant Shares to be purchased pursuant

to such Exercise Notice (such notice, the “Reduction Notice”). Such issuance shall not be deemed to have occurred until the

Holder provides the Reduction Notice (or a notice that no reduction is needed) to the Company. In the event that the issuance of Common

Shares to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, collectively being deemed

to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate

Beneficial Ownership of the Holder and its Attribution Parties exceeds such limitation (the “Excess Shares”) shall be deemed

null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to

transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void,

the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess

Shares 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)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with

the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give

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

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time

while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common

Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not

include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common

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

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

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

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

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

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

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

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

or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments

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

stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase

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

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such

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

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

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

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

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

c) Pro Rata Distributions. During such time as this Warrant

is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)

to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash,

stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement

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

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

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

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

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

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

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

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

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

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

d) Fundamental Transaction. If, at any time while this Warrant

is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the

Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license,

assignment, transfer, conveyance or other disposition of all or substantially all of 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, (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 more than 50% of the outstanding shares of Common Stock (not including any

shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons

making or party to, such stock or share purchase agreement or other business combination) (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 “Fundamental Transaction Rights”)),

the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction

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

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

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price

among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor

(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other

Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably

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

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

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

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

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

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

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

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

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

the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after

the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named

as the Company herein; provided, however, that to the extent that the Holder’s right to participate in any such Fundamental Transaction

Rights would result in the Holder and its Attribution Parties, collectively, beneficially owning in excess of the Beneficial Ownership

Limitation of the Common Shares that would be issued and outstanding following receipt of such Fundamental Transaction Rights (such excess

amount of Common Shares, the “Excess Fundamental Transaction Rights”), then the Holder shall not be entitled to participate

in such Fundamental Transaction Rights to the extent of the Excess Fundamental Transaction Rights (and shall not have the right to acquire

such Excess Fundamental Transaction Rights). The Excess Fundamental Transaction Rights shall be held in abeyance for the benefit of the

Holder until such time or times as (1) its right to receive some or all of the Excess Fundamental Transaction Rights would not result

in the Holder and its Attribution Parties beneficially owning Common Shares in excess of the Beneficial Ownership Limitation and (2)

the Holder so certifies in writing to the Company and specifies the number of shares of Common Shares it is able to receive without exceeding

the Beneficial Ownership Limitation, at which time or times the Holder shall be granted that portion of the Excess Fundamental Transaction

Rights (and any Excess Fundamental Transaction Rights granted, issued or sold on such initial Fundamental Transaction Rights or on any

subsequent Fundamental Transaction Rights to be held similarly in abeyance) to the same extent as if there had been no such limitation.

For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of whether

the Company has sufficient authorized shares of Common Shares for the issuance of Warrant Shares. For the avoidance of doubt, the Holder

shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized

Common Shares for the issuance of Warrant Shares and/or whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations. All calculations under this Section 3 shall

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

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

treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price

is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by 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 is a party, any sale or transfer of all or substantially all of the assets of the Company, 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 applicable record or effective date hereinafter specified, a notice stating (x) the date on which

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

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

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

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

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

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

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

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Company’s

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

shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event

triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. This Warrant and all rights hereunder

(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the

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

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

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

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

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

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

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

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

The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined

with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names

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

4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or

Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers

or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant

Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant,

upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record

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

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

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise; No Settlement in

Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior

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

Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections

2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation of Warrant. The

Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation

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

reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and

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

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

c) Saturdays, Sundays, Holidays, etc. If the last or appointed

day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action

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

d) Authorized Shares. The Company covenants that, at all

times during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

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

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

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

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

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

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

rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully

paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than

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

Except and to the extent as waived or consented

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

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

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

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

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

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

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

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

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

under this Warrant.

Before taking any action,

which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the

Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction,

validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant

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

upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay

or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s

rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without

limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any

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

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

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

or remedies hereunder.

h) Notices. Any notice, request or other document required

or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the

Purchase Agreement.

i) Limitation of Liability. No provision hereof, in the

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

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

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

j) Remedies. The Holder, in addition to being entitled to

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

Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it

of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that

a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities

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

permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be

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

l) Amendment. This Warrant may be modified or amended or

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

m) Severability. Wherever possible, each provision of this

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

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

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

n) Headings. The headings used in this Warrant are for the

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

FREECAST, INC.

By:

Name:

Title:

Exhibit A

NOTICE OF EXERCISE

TO: FREECAST, 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:

Exhibit B

ASSIGNMENT FORM

(To assign the foregoing

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

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:

•

Holder’s Signature:

Holder’s Address:

EX-10.1 — PLACEMENT AGENCY AGREEMENT BETWEEN FREECAST, INC. AND A.G.P./ALLIANCE GLOBAL PARTNERS, DATED JUNE 30, 2026

EX-10.1

Filename: ea029701201ex10-1.htm · Sequence: 3

Exhibit 10.1

June 30, 2026

FreeCast, Inc.

Attn: William A. Mobley, Jr., Chief Executive Officer

6901 TPC Drive, Suite 100

Orlando, Florida 32822

Dear Mr. Mobley:

This letter (the “Agreement”)

constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and FreeCast, Inc., a Florida

corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company,

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

shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”);

and (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”,” and together with

the Shares, the “Securities”). The Shares and the Pre-Funded Warrants, along with the Shares underlying the Pre-Funded

Warrants, shall be offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of

the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act. The Securities actually

placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement

shall be mutually agreed upon by the Company and the purchasers of the Securities (the “Purchasers”), and nothing herein

constitutes that the Placement Agent would have the power or authority to bind the Company or the Purchasers, or an obligation for the

Company to issue any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s

obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment

by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof

or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain

other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement, provided, however, that

the Company shall first approve any such sub-agents. Certain affiliates of the Placement Agent may participate in the Placement by purchasing

some of the Placement Agent Securities. The sale of Placement Agent Securities to the Purchasers will be evidenced by a securities purchase

agreement (the “Purchase Agreement”) between the Company and such Purchasers, in a form reasonably acceptable to the

Company and the Purchasers. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase

Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from the prospective

Purchasers.

SECTION 1. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

A. Representations of the Company.

With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules

thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, are hereby incorporated

herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the date

of the sale of the Placement Agent Securities (the “Closing Date”), hereby made to, and in favor of, the Placement

Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory

Authority (“FINRA”) member firm among the Company’s officers, directors or, to the knowledge of the Company, any ten

percent (10.0%) or greater securityholder of the Company, except as set forth in the Purchase Agreement.

B. Covenants of the Company.

The Company covenants and agrees to continue to retain (i) an independent public accounting firm registered with the Public Company Accounting

Oversight Board (the “PCAOB”) for a period of at least three (3) years after the Closing Date for so long as the Company

has securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) a competent

transfer agent with respect to the Placement Agent Securities for a period of three (3) years after the Closing Date for so long as the

Company has securities registered under the Exchange Act. In addition, from the date hereof until thirty (30) days after the Effective

Date, subject to certain exceptions provided for in the Purchase Agreement, neither the Company nor any Subsidiary shall issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, except

that such restriction shall not apply with respect to an Exempt Issuance (as defined in the Purchase Agreement).

SECTION 2. REPRESENTATIONS

OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered

as a broker/dealer under the Exchange Act and the securities laws of each state in which an offer or sale of Placement Agent Securities

is made (unless exempt from the respective state’s broker-dealer registration requirements), (iii) is licensed as a broker/dealer

under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement

Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and

authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing

of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable

best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable

law.

SECTION 3. COMPENSATION.

A. In consideration of the services

to be provided for hereunder, the Company shall pay to the Placement Agent and/or its respective designees a cash fee of 5.0% of the aggregate

gross proceeds raised from the sale of the Placement Agent Securities sold to new investors and 1.0% of the aggregate gross proceeds raised

from the sale of Placement Agent Securities sold to existing investors (the “Cash Fee”). The Cash Fee shall be paid

on the Closing Date. The Company shall not be required to pay the Placement Agent any fees or expenses except for the Cash Fee and the

reimbursement of accountable legal fees and other reasonable and documented out-of-pocket expenses incurred by the Placement Agent in

connection with the transaction in the amount of up to $75,000 and the reimbursement of up to $15,000 for non-accountable expenses. The

Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that

a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules

or that the terms thereof require adjustment.

B. The Company agrees to pay all

costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with

the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification

of the Placement Agent Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer

agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement

Agent Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other

advisors; (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying or

registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Agent Securities for

offer and sale under the state securities or blue sky laws or the securities laws of any other country; and (vi) the fees and expenses

associated with including the Placement Agent Securities on the Trading Market.

C. Tail Fee. The

Placement Agent shall be entitled to compensation pursuant to Section 3.A hereunder, calculated in the manner set forth therein, with

respect to any public or private offering or other financing or capital-raising transaction of any kind including any warrant transaction

in which existing investor warrants are exercised, exchanged, or the subject of a new financing (each, a “Tail Financing”)

to the extent that such Tail Financing is both (i) provided to the Company by investors that were contacted by the Placement Agent or

directly or indirectly introduced by the Placement Agent and (ii) such Tail Financing is consummated at any time within the 12-month period

following the expiration or termination of this Agreement. Notwithstanding anything to the contrary herein, the compensation due hereunder

shall expressly not include any stock or equity of the Company issued to its officers, directors, employees, consultants.

SECTION 4. INDEMNIFICATION.

A. To the extent permitted by

law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates, directors, officers,

employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)

against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of

counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, including as a result of the Company’s

prior engagement of, or any other obligation to, any investment bank, placement agent, consultant or other financial advisor, except to

the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not

subject to appeal) by a court of law to have resulted primarily or directly from the Placement Agent’s fraud, willful misconduct

or gross negligence in performing the services described herein or violation of law.

B. Promptly after receipt by the

Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled

to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or

proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only

to the extent such failure results in the forfeiture by the Company of substantial rights and defenses or materially adversely impacts

the Company. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding

and will employ counsel reasonably satisfactory to the Placement Agent and will pay the reasonable actual and documented fees and expenses

of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel

for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate

under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent.

In such event, the reasonable fees and disbursements of no more than one (1) such separate counsel will be paid by the Company, in addition

to fees of local counsel. The Company will have the right to settle, compromise, or consent to the entry of judgment in any pending or

threatened the claim, action or proceeding provided that the Company will not settle any such claim, action or proceeding without the

prior written consent of the Placement Agent, which will not be unreasonably withheld, conditioned, or delayed, unless such settlement

includes an unconditional release of the Placement Agent and each other indemnitee named in such proceeding from all liabilities arising

out of the action for such claim, action or proceeding. The Company shall not be liable for any settlement of any action effected without

its written consent, which will not be unreasonably withheld, conditioned or delayed.

C. The Company agrees to notify

the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding

relating to a transaction contemplated by this Agreement.

D. If for any reason the foregoing

indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute

to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as

is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other,

but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims,

damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,

claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending

any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability

hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement.

E. These indemnification provisions

shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the

termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party

under this Agreement or otherwise.

SECTION 5. ENGAGEMENT

TERM. The Placement Agent’s engagement hereunder will commence on the date hereof and continue through the earlier of (i) July

31, 2026 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”

In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the

engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for

any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses

with respect to the Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the

provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof and the

provisions concerning confidentiality, indemnification, contribution and governing law contained herein will survive any expiration or

termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, the Company shall reimburse expenses

incurred by the Placement Agent as set forth herein but in no event greater than the amounts set forth herein, on or before the Termination

Date. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the

Company for any purposes other than those contemplated under this Agreement.

SECTION 6. PLACEMENT

AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement

is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company

will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.

SECTION 7. NO FIDUCIARY

RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not

a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that

the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity

holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,

all of which are hereby expressly waived.

SECTION 8. CLOSING.

The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy,

when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase

Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following

additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

A. All corporate proceedings and

other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement Agent

Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement

Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.

B. The Placement Agent shall have

received from outside counsel to the Company such counsel’s written opinion with respect to the Placement Agent Securities addressed

to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.

C. The Placement Agent shall have

received customary certificates of the Company’s executive officers, as to the accuracy of the representations and warranties contained

in the Purchase Agreement, and a certificate of the Company’s secretary certifying that each of the Company’s charter documents

are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board

of Directors relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the

officers of the Company.

D. The Common Stock shall be registered

under the Exchange Act in accordance with the terms of the Purchase Agreement and, as of the Closing Date, the Company shall apply for

the Shares to be listed and admitted and authorized for trading on the Nasdaq Capital Market or other applicable U.S. national exchange

and satisfactory evidence of such application shall have been provided to the Placement Agent. The Company shall have taken no action

designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending

from trading the Common Stock from the Nasdaq Stock Market or other applicable U.S. national exchange, nor, except as set forth in the

SEC Reports, has the Company received any information suggesting that the Commission or the Nasdaq Stock Market or other U.S. applicable

national exchange is contemplating terminating such registration or listing.

E. No action shall have been taken

and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as

of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect the business or

operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent

jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Placement Agent Securities

or materially and adversely affect the business or operations of the Company.

F. The Company shall have entered

into a Purchase Agreement with the Purchasers of the Placement Agent Securities and such agreement shall be in full force and effect and

shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.

G. FINRA shall have raised no

objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested

by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any necessary filing

with the FINRA Corporate Financing Department with respect to the Placement and pay all filing fees required in connection therewith.

H. The Placement Agent shall have

received an executed Lock-Up Agreement from each of the directors and Section 16 officers prior to the Closing Date.

If any of the conditions specified

in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder

may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the

Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 9. GOVERNING

LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements

made and to be performed entirely in such State, without regard to its conflict of laws principles. This Agreement may not be assigned

by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of

the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising

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

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

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

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

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

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

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

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

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

preparation and prosecution of such action or proceeding.

SECTION 10. ENTIRE AGREEMENT/MISCELLANEOUS.

This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings,

relating 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 or any other provision of this Agreement, which will remain in

full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by

both the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the

Closing Dates of the Placement and delivery of the Placement Agent Securities. This Agreement may be executed in two or more counterparts,

all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been

signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the

event that any signature is delivered by facsimile transmission or a .pdf format 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.

SECTION 11. NOTICES.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address

specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day

after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on

a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following

the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such

notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.

SECTION 12. PRESS ANNOUNCEMENTS.

The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement

Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements

in financial and other newspapers and journals, in each case at its own expense and in compliance with all applicable securities laws

and applicable confidentiality provisions.

[The remainder of this page has been intentionally

left blank.]

Please confirm that the foregoing

correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.

Very truly yours,

A.G.P./ALLIANCE GLOBAL PARTNERS

By:

/s/ Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

Address for notice:

590 Madison Avenue, 28th Floor

New York, New York 10022

Attn: Thomas J. Higgins

Email:

Accepted and Agreed to as of the date first

written above:

FREECAST, INC.

By:

/s/ William A. Mobley, Jr.

Name:

William A. Mobley, Jr.

Title:

Chief Executive Officer

Address for notice:

FreeCast, Inc.

Attn: William A. Mobley, Jr., Chief Executive Officer

6901 TPC Drive, Suite 100

Orlando, Florida 32822

[Signature Page to Placement Agency Agreement.]

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.2

Filename: ea029701201ex10-2.htm · Sequence: 4

Exhibit 10.2

SECURITIES PURCHASE

AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of June 30, 2026, between FreeCast, Inc., a Florida corporation (the “Company”),

and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”,

and collectively the “Purchasers”).

WHEREAS, subject to

the terms and conditions set forth in this Agreement and pursuant to an effective exemption from the registration requirements under the

Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly,

desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are

hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. In

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

forth in this Section 1.1:

“Acquiring

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

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

Day” means any day 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 State of New York are authorized or required by law or other governmental action to close.

“Closing”

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

“Closing

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

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

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

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

on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Class A common stock of the Company, par value $0.0001 per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Bahnsen Legal Group, PLLC with offices at 131 NE 1st Avenue, Suite 100, Boca Raton, Florida 33432.

“Disclosure

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

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

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

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

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

“Effective

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

declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144

without the requirement for the Company to be in compliance with the current public information requirement of Rule 144 and without volume

or manner-of-sale restrictions, (c) following the one-year anniversary of the Closing Date, provided that a holder of Securities is not

an Affiliate of the Company, or (d) all of the Securities may be sold pursuant to an exemption from registration requirements of Section

5 of the Securities Act contained in Section 4(a)(1) thereof without volume or manner-of-sale restrictions.

“Exchange

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

“Exempt

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

to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority

of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities

upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into shares of Common Stock

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

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

(other than in connection with stock splits or combinations) or to extend the term of such securities, (c) the Securities pursuant to

this Agreement, and (d) securities issued pursuant to acquisitions or strategic transactions approved

by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.11 herein and provided that any such issuance shall only be to a Person (or

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

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

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity

whose primary business is investing in securities.

“FCPA”

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

“GAAP”

means U.S. generally accepted accounting principles.

“Indebtedness”

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

“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, collectively, the Lock-Up Agreements, dated as of the date hereof, by and among the Company and each of the

Company’s directors, executive officers and 10% stockholders of the Company, in the form of Exhibit A attached hereto.

“Material

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

“Material Permits”

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

“Per Share

Purchase Price” equals $3.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement; provided that the purchase price per Pre-Funded

Warrant shall be the Per Share Purchase Price minus $0.0001 (the “Per Pre-Funded Warrant Purchase Price”).

“Person”

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

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

“Placement

Agency Agreement” means the agreement executed on the Closing Date between the Company and the Placement Agent.

“Placement

Agent” means A.G.P./Alliance Global Partners.

“Pre-Funded

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

“Pre-Funded

Warrants” means pre-funded warrants to purchase shares of Common Stock at an exercise price equal to $0.0001 per share, in the

form attached hereto as Exhibit B.

“Proceeding”

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

such as a deposition) pending or, to the Company’s knowledge, threatened in writing 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).

“Purchaser

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

“Registration

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

in the form of Exhibit C attached hereto.

“Registration

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

the resale by the Purchasers of the Securities.

“Required

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

“Rule 144”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports”

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

“Securities”

means the Shares and Pre-Funded 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 issuable pursuant to this Agreement.

“Short

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

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

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Global Market (or any

successor entity) from the stockholders of the Company with respect to the issuance of all of the Pre-Funded Warrants and the Pre-Funded

Warrant Shares upon the exercise thereof.

“Stockholder

Approval Date” means the date on which Stockholder Approval is received and deemed effective under Florida law.

“Subscription

Amount” means, as to each Purchaser in respect of the Securities, the aggregate amount to be paid for Securities purchased hereunder

as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”

in United States dollars and in immediately available funds.

“Subsidiary”

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

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

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Pre-Funded 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 Equiniti Trust Company LLC, the current transfer agent of the Company, with a mailing address of 1110 Centre Point

Curve, Suite 101, Mendota Heights, MN 55120, and any successor transfer agent of the Company.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing. On the

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

and not jointly, agree to purchase, the number of Shares set forth under “Subscription Amount” on the Purchaser’s signature

page hereto at the Per Share Purchase Price and number of Pre-Funded Warrants set forth under “Subscription Amount” on the

Purchaser’s signature page hereto at the Per Pre-Funded Warrant Purchase Price; provided, however, that, to the extent

a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially

own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Common Stock, such

Purchaser may elect to purchase Pre-Funded Warrants. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the

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

to the issuance of the Securities on the Closing Date. Each Purchaser shall deliver or cause to be delivered to the Company, via wire

transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount, and the Company shall

deliver to each Purchaser its Securities, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable

at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices

of the Placement Agent or such other location as the parties shall mutually agree. In the event that the Closing does not occur within

three Business Days after the Closing Date, the Company shall promptly (but not later than one business day thereafter) return the previously

wired amounts to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified

by each Purchaser, and any book entries for the Securities shall be deemed cancelled. Each Purchaser’s Subscription Amount as set

forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement

with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, and 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 take place remotely by electronic transfer of the Closing documentation. Unless otherwise

directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing

Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly

to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly

electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing

firm) by wire transfer to the Company).

2.2 Deliveries.

(a) On or prior

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

(i) this Agreement

duly executed by the Company;

(ii) a legal opinion,

including, without limitation, a negative assurance letter, of Company Counsel, in form reasonably acceptable to the Placement Agent and

each Purchaser;

(iii) the Company’s

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

(iv) subject to the

last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on

an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription

Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(v) Lock-up Agreements,

in form and substance reasonably acceptable to each Purchaser, executed by each officer, director and 10% stockholder of the Company;

(vi) a duly executed

and delivered Officer’s Certificate, in form and substance satisfactory to the Placement Agent and each Purchaser;

(vii) the duly executed

and delivered Secretary’s Certificate, in form and substance satisfactory to the Placement Agent and each Purchaser;

(viii) for each Purchaser

of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number

of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided

by the Per Share Purchase Price, subject to adjustment therein.

(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, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee

by wire transfer to the account specified in the wire instructions delivered pursuant to Section 2.2(a)(iii).

2.3 Closing Conditions.

(a) The obligations

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

(i) the accuracy in

all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on

the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which

case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in

all respects) as of such date);

(ii) all obligations,

covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed in all material

respects; and

(iii) the delivery

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

(b) The respective

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

(i) the accuracy in

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

respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific

date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified

by materiality or Material Adverse Effect, in all respects) as of such date;

(ii) all obligations,

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

(iii) the delivery

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

(iv) there shall have

been no Material Adverse Effect with respect to the Company;

(v) from the date

hereof to and including the Closing Date, trading in the Company’s securities shall not have been suspended by the Commission 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) the Company shall

have filed an additional listing application with the principal Trading Market with respect to the Shares; and

(vii) after giving

effect to the issuance of the Securities pursuant this Agreement, on the Closing Date, no fewer than 28,988,755 shares of Common

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

issued prior to or contemporaneously with the issuance of the Securities to the Purchasers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and

Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby represents and warrants to each Purchaser as

follows:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities. If the Company has no subsidiaries, all references to the Subsidiaries or any of them in the

Transaction Documents shall be disregarded. 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 capital stock of any Subsidiary, or contracts, commitments, understandings

or arrangements by which any Subsidiary is or may become bound to issue capital stock.

(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 hereof to conduct its

business purpose in all material respects as described in the 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, bylaws,

memorandum and articles of association or other organizational or charter documents. Each of the Company and the Subsidiaries is duly

qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature

of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in

good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect. The term “Material

Adverse Effect” means an effect, change, event or occurrence that, alone or in conjunction with any other or others: (i) has

or would reasonably be expected to have a material adverse effect on: (A) the business, general affairs, management, condition (financial

or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as

a whole, or (B) the legality, validity or enforceability of any Transaction Document, or (ii) the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document. No Proceeding has been instituted in any jurisdiction

revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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

by this Agreement and each of the other Transaction Documents 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 (including the Pre-Funded Warrant Shares underlying the Pre-Funded Warrants) and the consummation

by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s

or any Subsidiary’s certificate or articles of incorporation, bylaws, memorandum and articles of association or other organizational

or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become

a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to

others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice,

lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise)

or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary

is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,

order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is

subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary

is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have

or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

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

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

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

pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Registration Statement, (iii) the notice and/or

application(s) to each applicable Trading Market for the listing of the Shares and the Pre-Funded Warrant Shares for trading thereon in

the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities laws or filing

a Form D with the Commission (collectively, the “Required Approvals”).

(f) Issuance

of the Securities; Registration. The Shares and the Pre-Funded Warrant Shares are duly authorized and, when issued and paid for in

accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of

all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and shall not be subject

to preemptive or similar rights of shareholders. The Pre-Funded Warrants are duly authorized and binding obligations of the Company under

the law of the jurisdiction governing the Pre-Funded Warrants, and when issued in accordance with this Agreement, will be validly issued

and free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and

shall not be subject to preemptive or similar rights of shareholders. The Company has reserved and will keep available from its duly authorized

but unissued shares of Common Stock, and at all times will have sufficient authorized but unissued shares of Common Stock to accommodate,

the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents.

(g) Capitalization.

As of the date hereof, there are 28,988,755 shares of Common Stock issued and outstanding, which also includes the number of shares

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

capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock

options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s

employee stock purchase plans, 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 set forth in the SEC Reports

and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to,

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

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

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

shares of Common Stock or Common Stock Equivalents or the capital stock of any Subsidiary. The issuance and sale of the Securities will

not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers)

and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any

of such securities. 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 stockholder, the Board of Directors

or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar

agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between

or among any of the Company’s stockholders.

(h) SEC Reports;

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

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

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

including any registration statement on Form S-1 filed by the Company, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Reports”). Other than Form 8-K’s, the Company has filed

all 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, other than Form 8-K’s being filed on a timely basis, 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 consolidated 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 conformity with GAAP applied

on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto

and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects

the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

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

the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in

a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than

(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,

(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of

cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital

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

stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except

for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance,

occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries

or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed

by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed

at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions set forth in the SEC Reports (i) adversely affects or challenges the

legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director

or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities

laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,

any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission

has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act.

(k) Labor Relations.

No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could

reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member

of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of

its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

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

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case of (i), (ii) and (iii) 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.

(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, foreign 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.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license

rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any

rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(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 at of $10 million. 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. Other than as disclosed in the SEC Reports, none of the officers or directors of the Company or any

Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction

with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or

other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors are in compliance with

any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and

all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing

Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:

(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken

with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange

Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure

that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers

have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period

covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company

presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have

been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its

Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting

of the Company and its Subsidiaries.

(s) Certain Fees.

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 fees payable to the Placement Agent and Maxim Group, LLC. 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. 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 Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has

taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock

under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is

or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such

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

with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through The Depository

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

(or such other established clearing corporation) in connection with such electronic transfer.

(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 state

of incorporation that is or could become applicable to a Purchaser as a result of such Purchaser 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 such Purchaser’s ownership of the Securities.

(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 Purchaser or its agents or counsel with any information that

it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the SEC Reports. 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

the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve

months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under

which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations

or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(y) No Integrated

Offering. Assuming the accuracy of each Purchaser’s 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 (i) the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading

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

(z) Solvency.

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

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

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

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

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

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

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

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

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

the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances

which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

within one year from the Closing Date. The SEC Reports sets forth as of the date hereof all outstanding secured and unsecured Indebtedness

of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed by the Company in excess of $50,000 (other than trade accounts payable incurred

in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others

to third parties, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),

except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of

business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance

with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(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, or filed an extension to file, all United States federal, state and local

income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,

(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

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

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

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

basis for any such claim.

(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.

(cc) Accountants.

The Company’s current independent registered public accounting firm is as set forth in the SEC Reports. To the knowledge and belief

of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express

its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending June

30, 2026.

(dd) Acknowledgment

Regarding Each Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 each Purchaser is not 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 its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to such Purchaser’s 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) Acknowledgment

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

for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchasers have not been asked by

the Company to agree, nor have the Purchasers 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 the Purchasers, 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) the Purchasers, and counter-parties in “derivative” transactions to

which any Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv)

the Purchasers 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) the Purchasers may engage in hedging activities at various times

during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Pre-Funded

Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the

value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.

The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(ff) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action

designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,

or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,

other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(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”) and the Company will not, directly or indirectly, use the proceeds

of the offering of Securities 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.

(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 any 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 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 money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering 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 any Subsidiary

with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(kk) Stamp or

Other Tax. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable

by or on behalf of the Placements Agents or the Purchasers are payable in the United States or taxing authority thereof or therein in

connection with the sale and delivery by the Company of the Securities to or for the sale and delivery by the Securities to the Purchasers.

(ll) Environmental

Laws. The handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of

hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials

(“Hazardous Substances”) by, due to, on behalf of, or caused by the Company or any Subsidiary (or, to the Company’s

knowledge, any other entity for whose acts or omissions the Company is or may be liable) upon any property now or previously owned, operated,

used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of or give rise to any liability

under any applicable law, rule, regulation, order, judgment, decree or permit, common law provision or other legally binding standard

relating to pollution or protection of human health and the environment (“Environmental Law”), except for violations

and liabilities which, individually or in the aggregate, would not have a Material Adverse Effect. There has been no disposal, discharge,

emission contamination or other release of any kind at, onto or from any such property or into the environment surrounding any such property

of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as would not, individually or in

the aggregate, have a Material Adverse Effect. There is no pending or, to the best of the Company’s knowledge, threatened administrative,

regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental

Law against the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect. No property

of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except as disclosed in the SEC Reports, neither the

Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement related to any Environmental

Law, which, in any case (individually or in the aggregate), would have a Material Adverse Effect. The Company and each Subsidiary has

all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements.

In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations

and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities

(including, without limitation, any capital or operating expenditures required for clean-up, closure or remediation of properties or compliance

with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities

to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would

not, individually or in the aggregate, have a Material Adverse Effect.

(mm) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster

recovery technology consistent with industry standards and practices.

(nn) Other Covered

Persons. Other than the Placement Agent, the Company is not aware of any person that has been or will be paid (directly or indirectly)

remuneration for solicitation of purchasers in connection with the sale of any Securities.

(oo) Stock Option

Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the

terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock

on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s

stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice

to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp) No Disagreements

with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company

to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company, and the Company is current

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

under any of the Transaction Documents or the Placement Agency Agreement.

(qq) Compliance

with Data Privacy Laws. To the Company’s knowledge: (i) the Company and the Subsidiaries are, and at all times during the last

three (3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

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

handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice

of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv)

applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject

matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws.

“Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,

social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;

and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any identifiable data related to an identified person’s health or sexual orientation. Except as would not, individual

or in the aggregate, have a material adverse effect: (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, to the knowledge of the Company,

(i) 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.

(rr) No

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

by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to each Purchaser as

an “accredited investor” within the meaning of Rule 501 under the Securities Act.

3.2 Representations and

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

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

as of such date):

(a) Organization;

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

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

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

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

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

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

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

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

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

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

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

law.

(b) Understandings

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

or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities

Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities

pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is

acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser is acquiring the Securities hereunder in the

ordinary course of its business. Such Purchaser understands that the Common Warrants and the Common Warrant Shares are “restricted

securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities

as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof

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

in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings

with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable

state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a

registration statement or otherwise in compliance with applicable federal and state securities laws).

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 Pre-Funded Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),

(a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined

in Rule 144A(a) under the Securities Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to

Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement

Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation

as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information

with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(f) Certain Transactions

and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not 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, (A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

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

by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement, and (B) in the case of

a Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

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

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

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

(g) General

Solicitation. Such Purchaser is not purchasing the Securities as a result of the Registration Statement or any advertisement, article,

notice, or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television

or radio or presented at any seminar or any other general solicitation or general advertisement.

(h) No

Voting Agreements. The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and

any other Purchaser and any of the Company’s shareholders as of the date hereof regulating the management of the Company, the shareholders’

rights in the Company, the transfer of shares in the Company, including any voting agreements, shareholder agreements or any other similar

agreement even if its title is different or has any other relations or agreements with any of the Company’s shareholders, directors

or officers.

(i) Independent

Advice. Each Purchaser understands that nothing in this Agreement or any materials presented by or on behalf of the Company to the

Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.

The Company acknowledges and

agrees that the representations contained in this Section 3.2 shall not modify, amend or affect each Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

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

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Removal of Legends.

(i) The Securities may only be disposed of in compliance with state and federal securities laws. In connection

with any transfer of Securities and issuance or transfer of Securities other than pursuant to an effective registration statement or Rule

144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may

require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to

the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer

does not require registration of such transferred Securities under the Securities Act.

(ii) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on, or

the book-entry registrations bearing a legend for, any of the Securities in substantially the following form:

[NEITHER] THIS SECURITY [NOR

THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] [HAS NOT] [HAVE] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. TO THE EXTENT NOT PROHIBITED BY LAW, THIS SECURITY AND THE SECURITIES

ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR

OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT

OR OTHER LOAN SECURED BY SUCH SECURITIES.

(iii) To the extent permissible under applicable law, the Company acknowledges and agrees that a Purchaser may

from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some

or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities

Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or

secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the

pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the

appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party

of Securities may reasonably request in connection with a pledge or transfer of the Securities.

(iv) Certificates (or book entries) evidencing the Securities shall not contain any legend (including the legend

set forth in Section 4.1(b) hereof): (i) following any sale of such Securities pursuant to an effective registration statement under the

Securities Act; (ii) while a registration statement under covering the resale of such security is effective under the Securities Act (subject

to the receipt of such representations and undertakings from the holder of such securities and its broker as the Company may reasonably

request); (iii) following any sale of such Securities pursuant to Rule 144 (assuming cashless exercise of the Warrants); (iv) if such

Securities are eligible for sale under Rule 144 without regards to volume or manner of sale limitations under paragraph (b)(2) of Rule

144; or (v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and

pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent

or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or

if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised at a time when such Warrant Shares may be sold

under Rule 144 (assuming cashless exercise of the Warrants) without restriction under Rule 144(b)(2) or if such legend is not otherwise

required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff

of the Commission), then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date

or at such time as such legend is no longer required under this Section 4.1(d), the Company will, no later than the earlier of (i) two

(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery

by a Purchaser to the Company or the Transfer Agent of a certificate (or a request in the case of Warrant Shares held in book entry) representing

Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to

be delivered to such Purchaser a certificate (or a book-entry statement representing such shares) that is free from all restrictive and

other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions

on transfer set forth in this Section 4. Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent

to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by

such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of

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

certificate (or a request in the case of Common Warrant Shares held in book entry) representing Common Warrant Shares issued with a restrictive

legend.

(v) In addition to such Purchaser’s other available remedies, (i) if the Company fails to issue and

deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date confirmation that such shares are free from all restrictive

and other legends pursuant to Section 4.1(iv) above, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and

not as a penalty, for each $1,000 of Securities (based on the VWAP of the Common Stock on the date such Securities are submitted to the

Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(iv), $10 per Trading Day (increasing to $20

per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until

such Securities are delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a

Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that is free

from all restrictive and other legends or (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction

or otherwise) Securities to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common

Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such

Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of such Purchaser’s

total purchase price (including brokerage commissions and other reasonable and documented out-of-pocket expenses, if any) for the shares

of Common Stock so purchased (including brokerage commissions and other reasonable and documented out-of-pocket expenses, if any) (the

“Buy-In Price”) over the product of (A) such number of Warrant Shares that the Company was required to deliver to such Purchaser

by the Legend Removal Date multiplied by (B) the price at which the sell order giving rise to the purchase obligation was executed.

4.2 Furnishing of Information.

Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section

12(b) or 12(g) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject

to the reporting requirements of the Exchange Act.

4.3 Integration. The

Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of

any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval

is obtained before the closing of such subsequent transaction.

4.4 Securities Laws

Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions

contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission

within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to each Purchaser

that it shall have publicly disclosed all material, non-public information delivered to each Purchaser by the Company or any of its Subsidiaries,

or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in

connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release,

the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral,

between the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including,

without limitation, the Placement Agent, on the one hand, and each Purchaser or any of its 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 such

Purchaser, or without the prior consent of such Purchaser, with respect to any press release of the Company, which consent shall not unreasonably

be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other

party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose

the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading

Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing

of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,

in which case the Company shall provide each Purchaser with prior notice of such disclosure permitted under this clause (b) and reasonably

cooperate with such Purchaser regarding such disclosure.

4.5 Shareholder Rights

Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is

an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under

a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

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

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public Information.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be

disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide

any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material

non-public information, unless prior thereto such Purchaser shall have consented in writing to receipt of such information and agreed

in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying

on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, or any of its Subsidiaries,

or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser

without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality

to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, including, without

limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents,

employees or Affiliates, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information,

provided that the Purchasers shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction

Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously

with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands

and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7 Use of Proceeds.

The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate purposes and

shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables

in the ordinary course of the Company’s business and prior practices and as described in the SEC Reports), (b) for the redemption

of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC

regulations.

4.8 Indemnification of

Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify, to the fullest extent permitted by applicable

law, and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers, employees and agents (and

any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other

title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, shareholders, agents, members, partners, investment managers, or employees (and any other Persons with

a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling

persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,

damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and

costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,

warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted

against a Purchaser Party in any capacity (including a Purchaser Party’s status as an investor), or any of them or their respective

Affiliates, by the Company or by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of

the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser

Party’s representations, warranties or covenants under the Transaction Documents or any conduct by such Purchaser Party which is

finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any

Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the

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

expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in

writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable

to the Purchaser or (iii) in such action 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 (y) for any settlement by a Purchaser Party effected without the Company’s

prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss,

claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations made by the Purchaser in

this Agreement. Company shall not, without the prior written consent of the Purchaser Party, effect any settlement of any pending or threatened

action or proceeding in respect of which any Purchaser Party is or could have been a party and indemnity could have been sought hereunder

by such Purchaser Party, unless such settlement includes an unconditional release of such Purchaser Party from all liability on claims

that are the subject matter of such proceeding and does not include any statements as to, or any findings of, fault, culpability or failure

to act by or on behalf of any Purchaser Party. 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 costs incurred by such Purchaser Party

for such collection, enforcement or action, including, but not limited to, attorneys’ 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. The indemnity agreements

contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and

any liabilities the Company may be subject to pursuant to law.

4.9 Reservation of Common

Stock. As of the date hereof, the Company has reserved, free of preemptive rights, a sufficient number of shares of Common Stock for

the purpose of enabling the Company to issue Shares and Pre-Funded Warrant Shares pursuant to this Agreement.

4.10 Listing of Shares

and Pre-Funded Warrant Shares. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the Common

Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall submit a listing of

additional shares notification form to the such Trading Market with respect to the Shares and the Pre-Funded Warrant Shares. The Company

further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application

all of the Shares and the Pre-Funded Warrant Shares, and will take such other action as is necessary to cause all of the Shares and the

Pre-Funded Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all

action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects

with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to

maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing

corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing

corporation in connection with such electronic transfer.

4.11. Subsequent Equity

Sales.

(a) From the date hereof until

thirty (30) days after the Effective Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or

announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement

or amendment or supplement thereto, other than the Registration Statement or filing a registration statement on Form S-8 in connection

with any employee benefit plan.

4.12 Certain Transactions

and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate

acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the

Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser,

severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement

are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain

the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal and other representatives). Notwithstanding

the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees

that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities

of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial

press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any

securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by

this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall

have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any

of their respective officers, directors, employees, Affiliates, or agent, including, without limitation, the Placement Agent, after the

issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, (A) in the case of a Purchaser that

is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the

covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment

decision to purchase the Securities covered by this Agreement, and (B) in the case of a Purchaser that has implemented internal information

barriers pursuant to information controls policy to “wall-off” certain trading personnel, this Section 4.12 shall apply only

with respect to activities of such walled-off trading personnel.

4.13 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 Purchasers. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated

separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed

as the Purchasers acting in concert or as a group with respect to the purchase, disposition, or voting of Shares or otherwise.

4.14 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 such Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the

terms of such Lock-Up Agreement.

4.15 Acknowledgment of

Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

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

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

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

that such issuance may have on the ownership of the other stockholders of the Company.

4.16 Reserved.

4.17 Exercise Procedures.

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

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

Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be

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

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

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

4.18 Capital Changes.

Until the date that is twelve (12) months after the Closing Date, the Company shall not undertake a reverse or forward stock split or

reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares

other than a reverse stock split that is required, in the good faith determination of the Board of Directors, to maintain the listing

of the Common Stock on the Trading Market.

4.19 Stockholder Approval.

To the extent required under the applicable rules and regulations of the Nasdaq Global Market (or any successor entity), the Company shall

hold an annual or special meeting of stockholders, or approve by written consent without a meeting, on or prior to the date that is ninety

(90) days following the Closing Date for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s

Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith

in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their

proxies in favor of such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a

meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the Stockholder Approval Date or the Pre-Funded

Warrants are no longer outstanding. The Company shall set the record date for Stockholder Approval as soon as practicable following

the Closing Date.

ARTICLE V.

MISCELLANEOUS

5.1 Termination. This

Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the Company, if the Closing Date has not occurred

on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses.

Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any

fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),

stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement.

The Transaction Documents, together with the exhibits and schedules thereto contain the entire understanding of the parties with respect

to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such

matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and

all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed

given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,

(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email attachment at the email

address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City

time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5 Amendments; Waivers.

No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of

an amendment, by the Company and Purchasers which purchased at least fifty and one tenth percent (50.1%) in interest of the Securities

assuming the full exercise of the Pre-Funded Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the

Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought,

provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers),

the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with

respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver

of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any

party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,

materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the

other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with

this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings. The headings

herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions

hereof.

5.7 Successors and Assigns.

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

not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger).

Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities,

provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the

Transaction Documents that apply to the “Purchaser” (other than in respect of a transfer pursuant to an effective registration

statement).

5.8 No Third-Party Beneficiaries.

The Placement Agent shall be the third party beneficiary of the representations, warranties and covenants of the Company in this Agreement

and the representations, warranties and covenants of the Purchasers in this Agreement. This Agreement is intended for the benefit of the

parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced

by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by

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

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

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

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

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any 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 Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

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

shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations

of the Company under Section 4.8, the prevailing party in such action, suit or proceeding shall be reimbursed by the non-prevailing party

for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of

such action or proceeding.

5.10 Survival. The

representations and warranties contained herein shall survive the Closing and the delivery of the Securities 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 e-mail delivery of a “.pdf”

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

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

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction

Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not

timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion

from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to

its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Pre-Funded Warrant,

the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently

(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

Pre-Funded Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

5.14 Replacement of Securities.

If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to

be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,

a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.

The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including

customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition

to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and

the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not

be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment Set Aside.

To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces

or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are

subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,

repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any

bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation

or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not

been made or such enforcement or setoff had not occurred.

5.17 Independent Nature

of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not

joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For

reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through

the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent any of the Purchasers and only represents

the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience

of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that

each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and

not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18 Saturdays, Sundays,

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

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

Day or Business Day, as the case may be.

5.19 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 Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends,

stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.20 WAIVER OF JURY

TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY

AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES

FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties

hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first

indicated above.

FREECAST INC.

Address for Notice:

[●]

By:

Name:

[●]

Title:

[●]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

[PURCHASERS SIGNATURE PAGES TO CAST SECURITIES

PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned

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

above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Subscription Amount: $_________________

Common Stock: _________________

Pre-Funded Warrants: _________________

Beneficial Ownership Limitation: Check one of the following: [ ] 4.99%

OR [ ] 9.99%

EIN Number: ____________________

Exhibit A

Form of Lock-Up Agreement

(See attached)

Exhibit B

Form of Pre-Funded Warrant

(See attached)

Exhibit C

Form of Registration Rights Agreement

(See attached)

EX-10.3 — FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.3

Filename: ea029701201ex10-3.htm · Sequence: 5

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of June 30, 2026, between FreeCast, Inc., a Florida corporation (the

“Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser”

and, collectively, the “Purchasers”).

This Agreement is made pursuant

to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser

hereby agrees as follows:

1. Definitions. Capitalized terms used and not otherwise

defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As

used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(c).

“Cutback Registration

Statement” shall have the meaning set forth in Section 2(c).

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the closing of business, Eastern

Time, on the 15th calendar day following the date hereof (or, in the event of a “limited review” by the Commission, the 30th

calendar day following the date hereof or, in the event of a “full review” by the Commission, the 45th calendar day following

the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section

3(c) (including any Cutback Registration Statement), the 30th calendar day following the date on which an additional Registration Statement

is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 45th calendar day following

the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event

the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject

to further review and comments, the Effectiveness Date as to such Registration Statement shall be the 2nd Trading Day following the date

on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness

Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event Date”

shall have the meaning set forth in Section 2(d).

“Filing Date”

means, with respect to the Initial Registration Statement required hereunder, the twelfth (12th) Trading Day following the date hereof

and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest

practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable

Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party”

shall have the meaning set forth in Section 5(c).

“Indemnifying Party”

shall have the meaning set forth in Section 5(c).

“Initial Registration

Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan of Distribution”

shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission

pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of

any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities”

means, as of any date of determination, (a) all of the shares of Common Stock or shares of Common Stock underlying the Pre-Funded Warrants

(“Shares”) purchased pursuant to the Purchase Agreement, (b) all Pre-Funded Warrant Shares then issued and issuable

upon exercise of the Pre-Funded Warrants (assuming on such date the Pre-Funded Warrants are exercised in full for cash without regard

to any exercise limitations therein) purchased pursuant to the Purchase Agreement, (d) any additional shares of Common Stock issued and

issuable in connection with any anti-dilution provisions in the Pre-Funded Warrants (without giving effect to any limitations on exercise

set forth in the Pre-Funded Warrants) and (e) any securities issued or then issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall

cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration

Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities

is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in

accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule

144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information

pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent

and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or

as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants

are exercised by “cashless exercise” as provided in Section 2(c) of each of the Pre-Funded Warrants), as reasonably determined

by the Company, upon the advice of counsel to the Company.

“Registration Statement”

means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated

by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement

or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed

to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff and (ii) the Securities Act.

“Selling Stockholder

Questionnaire” shall have the meaning set forth in Section 3(a).

2. Registration Rights.

(a) On or prior to each Filing Date, the Company shall prepare and

file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered

on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement

filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on

Form S-3 (which is the case as of the date hereof), in which case such registration shall be on another appropriate form in accordance

herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the

Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling

Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to

be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement,

the Company shall use commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without

limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but

in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration

Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration

Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant

to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule

144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the

Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness

of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via

facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms

effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall,

by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus

with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness

or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

(c)

Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

Second, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders.

In the event of a cutback hereunder, the Company

shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.

In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially

reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants

of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable

Securities that were not registered for resale on the Initial Registration Statement, as amended (the “Cutback Registration Statement”).

(d)

If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) if the Cutback Registration Statement, if applicable, is not filed as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) a Registration Statement (including the Initial Registration Statement or any Cutback Registration Statement) is not declared effective by the Commission by the applicable Effectiveness Date, or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (v), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (vi) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.5% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

(e)

If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. It is acknowledged that, notwithstanding anything herein to the contrary, as of the date hereof, the Company is not eligible to use Form S-3 to register the resale of the Registrable Securities.

(f)

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

3. Registration Procedures. In connection with the Company’s

registration obligations hereunder, the Company shall:

(a)

Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that the Company shall redact any sections of such documents that may contain material non-public information unless the Holder consents in writing to receive such information and agree to hold it in confidence.. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section. Each Holder shall provide any additional information as may be reasonably requested by the Company and is necessary for purposes of complying with requirements under applicable securities laws and regulations or rules of any applicable stock exchange where the Common Stock is then listed.

(b)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

(d)

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries., and the Company agrees that the Holders shall not have any duty of confidentiality to the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis of such information. In the event that any notice or communication provided to a Holder contains or is deemed to contain material, non-public information regarding the Company or any of its Subsidiaries, the Company shall, as promptly as practicable and in any event within one (1) Business Day, publicly disclose such information in a manner compliant with Regulation FD, so as to cleanse such information.

(e)

Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)

Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i)

If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book entry statements, as applicable, representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j)

Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period. The Company shall use its best efforts to minimize the duration and frequency of any such suspension, and shall not exercise its right to suspend sales for the purpose of limiting or restricting any Holder’s ability to sell Registrable Securities for competitive or other non-disclosure-related reasons.

(k)

Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l)

Acknowledging that the Company is not currently eligible to use Form S-3 for the registration of the resale of Registratble Securities, the Company shall use commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

(m)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration Expenses. All fees and expenses incident

to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable

Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include,

without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel

and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required

to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state

securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of

counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses

(including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery

expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such

insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions

contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection

with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of

its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred

in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the

Company be responsible for any broker or underwriter fees or commissions or similar commissions of any Holder or, except to the extent

provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holder of such Registrable Securities (provided, that in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities), or (3) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (4) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue or alleged untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company

shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ

separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be

at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses,

(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory

to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include

both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material

conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which

case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of

the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses

of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for

any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.

No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding

in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party

from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable

fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating

or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred,

within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse

the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally

determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to

indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be

just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation

that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the

contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all

expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise

been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale

of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution agreements contained

in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a)

Remedies. The failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party to exercise such right or remedy, shall not operate as a waiver thereof. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

(c)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

(d)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 67% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement who continue to hold any of the Registrable Securities.

(e)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(f)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(g)

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by 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.

(i)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

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

[Signature pages follow.]

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

FREECAST INC.

By:

Name:

Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS]

Name of Holder:

Signature of Authorized Signatory of Holder:

Name of Authorized Signatory:

Title of Authorized Signatory:

[SIGNATURE PAGES CONTINUE]

Annex A

Plan of Distribution

Each Selling Stockholder (together,

the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may,

from time to time, sell any or all of their securities covered hereby on the [principal Trading Market or any other stock exchange, market

or trading facility on which the securities are traded or in private transactions]. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which

the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell

the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the

broker-dealer for its account;

● an exchange distribution in accordance with the rules of the

applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the

Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

● through the writing or settlement of options or other hedging

transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Stockholders may

also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities

Act”), if available, rather than under this prospectus.

Broker-dealers engaged by

the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts

from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts

to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a

customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in

compliance with FINRA Rule 2121.

A-1

In connection with the sale

of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial

institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling

Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities

to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with

broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and

any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning

of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any

profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly

or indirectly, with any person to distribute the securities.

The Company is required to

pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify

the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus

effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance

with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities

have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The securities covered

hereby will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition,

in certain states, the securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable

state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and

regulations under the Exchange Act, any person engaged in the distribution of the securities may not simultaneously engage in market making

activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement

of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules

and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the securities by the Selling

Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them

of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule

172 under the Securities Act).

A-2

Annex B

SELLING SHAREHOLDERS

The common stock being offered

by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon

exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private

Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling

shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants,

the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the

selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.

The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of

the shares of common stock and warrants, as of ________, 2026, assuming exercise of the warrants held by the selling shareholders on that

date, without regard to any limitations on exercises.

The third column lists the

shares of common stock being offered by this prospectus by the selling shareholders.

In accordance with the terms

of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number

of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants”

described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if

the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially

filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment

as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column

assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Under the terms of the warrants

[and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such

exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares

of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding

for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number

of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their

shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder

Number of shares of Common Stock Owned Prior to Offering

Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus

Number of shares of Common Stock Owned After Offering

B-1

Annex C

FREECAST, INC.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial

owner of common stock (the “Registrable Securities”) of FreeCast, Inc., a Florida corporation (the “Company”),

understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)

a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities

Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the

Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the

Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences

arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial

owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or

not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial

owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned

by it in the Registration Statement.

C-1

The undersigned hereby provides the following

information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes ☐

No ☐

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ☐

No ☐

C-2

Note:

If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes ☐

No ☐

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐

No ☐

Note:

If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 4, the

undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to

the Purchase Agreement.

(a)

Type and Amount of other securities beneficially owned by the Selling Stockholder:

C-3

Relationships with the Company:

Except as set forth below, neither the undersigned

nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)

has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during

the past three years.

State any exceptions here:

The undersigned agrees to

promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the

date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify

the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

By signing below, the undersigned

consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information

in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such

information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related

prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned,

by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized

agent.

Date:

Beneficial

Owner:

By:

Name:

Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF

THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

C-4

EX-99.1 — PRESS RELEASE, DATED JULY 1, 2026, ISSUED BY FREECAST, INC. ANNOUNCING THE PRICING OF THE PRIVATE PLACEMENT

EX-99.1

Filename: ea029701201ex99-1.htm · Sequence: 6

Exhibit 99.1

FreeCast Announces

Pricing of a $23.7 Million Private Placement of Common Stock with New Institutional and Existing Long-Term Investors

FreeCast, Inc.

(Nasdaq: CAST), a provider of next-generation streaming media Platform-as-a-Service (PaaS) solutions (the "Company"), today

announced that it has entered into securities purchase agreements with new institutional and existing long term investors for the purchase

and sale of 4,666,667 shares of its Class A common stock (the “Common Stock”) and pre-funded warrants to purchase 3,243,807

shares of Common Stock in a private placement transaction. The pre-funded warrants have an exercise price of $0.0001 per share, will

be exercisable immediately following receipt of shareholder approval and do not expire until the pre-funded warrant is exercised. The

gross proceeds from the offering are expected to be approximately $23.7 million, before deducting placement agent fees and other

estimated offering expenses.

The closing of

the offering is expected to occur on or about July 2, 2026, subject to the satisfaction of customary closing conditions. The Company

intends to use the net proceeds from the offering for working capital and other general corporate purposes.

William A. Mobley,

Chief Executive Officer of FreeCast, commented, “This $23.7 million financing marks an important milestone for FreeCast and reflects

the significant progress we have made. We are grateful for the continued support of our existing investors and pleased to welcome new

long-term, fundamental investors as we strengthen our financial foundation and accelerate our next phase of growth.”

A.G.P./Alliance

Global Partners is acting as sole placement agent for the offering.

The offer and sale

of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the

Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state

securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state

securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration

statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

Pursuant to the terms of the securities purchase agreement entered into with the investors, the Company has agreed to file a registration

statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of Common Stock and

shares of Common Stock underlying pre-funded warrants sold in the offering.

This press release

shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities

in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or other jurisdiction.

About FreeCast

FreeCast, Inc.

(Nasdaq: CAST) is a technology company delivering a cloud-based Platform-as-a-Service (PaaS) that enables telecommunications providers,

internet service providers, broadband operators, utilities, hospitality organizations, and other enterprises to deploy branded streaming

media platforms. FreeCast's technology integrates live television, streaming services, on-demand programming, free ad-supported channels,

and digital media experiences into a unified consumer interface across connected devices.

Important Cautions

Regarding Forward-Looking Statements

All statements

other than statements of historical facts included in this press release are "forward-looking statements" (as defined in the

Private Securities Litigation Reform Act of 1995). Generally, such forward-looking statements include statements regarding expectations,

possible or assumed future actions, the use of proceed from the offering, business strategies, events or results of operations, including

statements regarding expectations or predictions or future financial or business performance or conditions and those statements that

use forward-looking words such as "projected," "expect," "possibility" and "anticipate," or similar

expressions. The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties,

and assumptions. Actual results could differ materially from current projections or implied results. The Company cautions that statements

and assumptions made in this news release constitute forward-looking statements and make no guarantee of future performance. Forward-looking

statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks

only as of the date hereof. The Company and its management are under no obligation, and expressly disclaim any obligation, to update,

alter or otherwise revise any forward-looking statements following the date of this news release, whether because of new information,

future events or otherwise, except as required by law.

Contact:

pr@freecast.com

(407) 374-1607

http://freecast.com

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