Form 8-K

8-K — Flux Power Holdings, Inc.

Accession: 0001493152-26-024036

Filed: 2026-05-18

Period: 2026-05-15

CIK: 0001083743

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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2026-05-15

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): May 15, 2026

FLUX

POWER HOLDINGS, INC.

(Exact

name of registrant as specified in charter)

Nevada

001-31543

92-3550089

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2685

S. Melrose Drive

Vista,

CA 92081

(Address

of principal executive offices, including Zip Code)

Registrant’s

telephone number, including area code: 877-505-3589

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

FLUX

The

Nasdaq Stock Market LLC

(Nasdaq

Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

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

Emerging

growth company ☐

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

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

Item

1.01. Entry into a Material Definitive Agreement.

Committed

Equity Facility

May 15, 2026, Flux Power Holdings, Inc., a Nevada corporation (the “Company”) entered into a common stock purchase agreement

(the “Purchase Agreement”) and a related registration rights agreement, dated as of May 15, 2026 (the “Registration

Rights Agreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject

to the satisfaction of the conditions contained in the Purchase Agreement, the Company has the right, in the Company’s sole discretion,

to sell to Roth Principal Investments up to $40,000,000 of shares of the Company’s common stock, par value $0.001 per share (the

“Common Stock”), subject to certain limitations contained in the Purchase Agreement (the “Commitment Amount”),

from time to time during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market

Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase

Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any

securities to Roth Principal Investments under the Purchase Agreement.

accordance with the Company’s obligations under the Registration Rights Agreement, the Company has agreed to file a registration

statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale by Roth Principal

Investments of up to 38,461,538 shares of Common Stock (the “Purchase Shares”) that the Company may, in the Company’s

sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (defined below)

pursuant to the Purchase Agreement.

Upon

the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligations set forth in the Purchase

Agreement (the initial satisfaction of all of such conditions, the “Commencement”), none of which are within Roth Principal

Investments’ control, including that the registration statement shall have been declared effective by the SEC, the Company has

the right, but not the obligation, from time to time at the Company’s sole discretion for a period of up to 36 months (unless the

Purchase Agreement is earlier terminated), beginning on the date on which the Commencement occurs (such date, the “Commencement

Date” and such period, the “Commitment Period”), to direct Roth Principal Investments to purchase a specified number

of shares of Common Stock (each, a “Market Open Purchase”), not to exceed the lesser of (such lesser number of shares, the

“Market Open Purchase Maximum Amount”): (i) 2,000,000 shares of Common Stock and (ii) up to a certain percentage (not to

exceed 25.0%), which the Company will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase

(such specified percentage, the “Market Open Purchase Percentage”), of the total aggregate number (or volume) of shares of

the Company’s Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period (as defined below) for

such Market Open Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted as necessary to give

effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement, the “Market Open Purchase

Share Amount”), by timely delivering written notice of such Market Open Purchase to Roth Principal Investments (each, a “Market

Open Purchase Notice”) after 7:30 a.m. and prior to 9:00 a.m., New York City time, on any trading day (each, a “Purchase

Date”), so long as (a) the closing sale price of the Company’s Common Stock on Nasdaq on the trading day immediately prior

to such Purchase Date is not less than a threshold price of $0.50 (the “Threshold Price”), and (b) all shares of Common Stock

subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding

such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior

Purchases in accordance with the Purchase Agreement. Each notice provided by the Company to Roth Principal Investments relating to the

sale of Purchase Shares is defined herein as a “Purchase Notice”.

The

per share purchase price that Roth Principal Investments is required to pay for shares of Common Stock in a Market Open Purchase effected

by the Company pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the

Common Stock (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Market Open Purchase

Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the

applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase

Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase

Date, (ii) such time that the total aggregate number (or volume) of shares of Common Stock traded on Nasdaq during such Market Open Purchase

Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market

Open Purchase (the “Market Open Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Market Open Purchase

Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage the Company specified in the applicable Market

Open Purchase Notice for such Market Open Purchase, and (iii) if the Company further specifies in the applicable Market Open Purchase

Notice for such Market Open Purchase that a “limit order discontinue election” (a “Limit Order Discontinue Election”)

shall apply to such Market Open Purchase, such time that the trading price of the Company’s Common Stock on Nasdaq during such

Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price

threshold for such Market Open Purchase specified by the Company in the Market Open Purchase Notice for such Market Open Purchase, or

if the Company does not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing

sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase (the “Minimum

Price Threshold”), less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance

with the Purchase Agreement).

Under

the Purchase Agreement, for purposes of calculating the volume of shares of Common Stock traded during a Market Open Purchase Valuation

Period, as well as the VWAP for a Market Open Purchase Valuation Period, the following transactions, to the extent they occur during

such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Common Stock at or following the

official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or

closing sale of Common Stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date

for such Market Open Purchase, and (z) if the Company has specified in the applicable Market Open Purchase Notice for such Market Open

Purchase that a “limit order continue election” (a “Limit Order Continue Election”), rather than a Limit Order

Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of Common Stock on Nasdaq during such Market

Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.

From

and after the Commencement Date, in addition to Market Open Purchases described above, the Company will also have the right, but not

the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal

Investments to purchase, on any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected

on such Purchase Date, a specified number of shares of Common Stock (each, an “Intraday Purchase”), not to exceed the lesser

of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 2,000,000 shares of Common Stock and (ii)

up to a certain percentage (not to exceed 25.0%), which the Company will specify in the applicable Intraday Purchase Notice (as defined

below) for such Intraday Purchase (such specified percentage, the “Intraday Purchase Percentage”), of the total aggregate

volume of shares of the Company’s Common Stock traded on Nasdaq during the applicable “Intraday Purchase Valuation Period”

(determined in a similar manner as the Market Open Purchase Valuation Periods for a Market Open Purchase) for such Intraday Purchase

(such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the

applicable Intraday Purchase Maximum Amount as set forth in the Purchase Agreement, the “Intraday Purchase Share Amount”),

by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m.,

New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase

Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase,

if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”),

so long as (i) the closing sale price of the Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not

less than the Threshold Price and (ii) all shares of Common Stock subject to all prior Purchases (as applicable) effected by the Company

under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date, including all prior purchases effected

on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable

Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The

per share purchase price for the shares of Common Stock that the Company elects to sell to Roth Principal Investments in an Intraday

Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including

the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described

above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase

Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different

times on such Purchase Date.

From

and after the Commencement Date, in addition to Market Open Purchases and Intraday Purchases described above, the Company will also have

the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct

Roth Principal Investments to purchase shares of Common Stock in one or more Pre-Market Purchases and Post-Market Purchases (each as

defined below), on any trading day that would qualify as a Purchase Date.

The

Company may direct Roth Principal Investments to purchase a specified number of shares of Common Stock (each, a “Pre-Market Purchase”),

not to exceed the lesser of (such lesser number of shares, the “Pre-Market Purchase Maximum Amount”): (i) 1,000,000 shares

of Common Stock and (ii) up to a certain percentage (not to exceed 20.0%), which the Company will specify in the applicable Pre-Market

Purchase Notice for such Pre-Market Purchase (such specified percentage, the “Pre-Market Purchase Percentage”), of the total

aggregate number (or volume) of shares of the Company’s Common Stock traded on Nasdaq during the applicable Pre-Market Purchase

Valuation Period for such Pre-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted

to the extent necessary to give effect to the applicable Pre-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the

“Pre-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice

for such Pre-Market Purchase (each, a “Pre-Market Purchase Notice”), after 7:00 a.m., New York City time, and prior to 8:30

a.m., New York City time, on any trading day the Company selects as the Purchase Date for such Pre-Market Purchase, so long as (i) the

closing sale price of the Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold

Price and (ii) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement on or before

the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase

Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement. The per share purchase price for shares purchased

in a Pre-Market Purchase will be calculated in a similar manner as in the case of a Market Open Purchase, except that the VWAP will be

calculated over the applicable Pre-Market Purchase Valuation Period and will reflect a fixed 5.25% discount to the VWAP for such Pre-Market

Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

The

Company may also direct Roth Principal Investments to purchase a specified number of shares of Common Stock (each, a “Post-Market

Purchase”), not to exceed the lesser of (such lesser number of shares, the “Post-Market Purchase Maximum Amount”):

(i) 1,000,000 shares of Common Stock and (ii) up to a certain percentage (not to exceed 20.0%), which the Company will specify in the

applicable Post-Market Purchase Notice for such Post-Market Purchase (such specified percentage, the “Post-Market Purchase Percentage”),

of the total aggregate number (or volume) of shares of the Company’s Common Stock traded on Nasdaq during the applicable Post-Market

Purchase Valuation Period for such Post-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments,

adjusted to the extent necessary to give effect to the applicable Post-Market Purchase Maximum Amount as set forth in the Purchase Agreement,

the “Post-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase

notice for such Post-Market Purchase (each, a “Post-Market Purchase Notice”), after 4:05 p.m., New York City time, and prior

to 5:00 p.m.,

New York City time, on any trading day the Company selects as the Purchase Date for such Post-Market Purchase, so long as (i) the closing

sale price of the Common Stock on Nasdaq on such Purchase Date is not less than the Threshold Price and (ii) all shares of Common Stock

subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding

such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior

Purchases in accordance with the Purchase Agreement. The per share purchase price for shares purchased in a Post-Market Purchase will

be calculated in a similar manner as in the case of a Pre-Market Purchase, with a fixed 5.25% discount to the VWAP for the applicable

Post-Market Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

There

is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for the Common Stock the Company may

elect to sell to it in any Market Open Purchase, any Intraday Purchase, any Pre-Market Purchase or any Post-Market Purchase under the

Purchase Agreement. In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases effected

by the Company under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of

Common Stock to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or

a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price

threshold amounts in connection with any such Purchase (as applicable), in each case, will be equitably adjusted as set forth in the

Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction

occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum

price thresholds.

The

Company will control the timing and amount of any sales of Common Stock to Roth Principal Investments that the Company may elect, in

the Company’s sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase

Agreement. Actual sales of shares of Common Stock to Roth Principal Investments under the Purchase Agreement will depend on a variety

of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of

the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company’s business and operations.

The Company has no obligation to sell any shares to Roth Principal Investments, and Roth Principal Investments is obligated to purchase

shares only as directed by the Company and subject to the terms and conditions of the Purchase Agreement.

Under

the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 4,272,062

shares of Common Stock, which number of shares is equal to 19.999% of the shares of Common Stock outstanding immediately prior to the

execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares

of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by

Roth Principal Investments for all of the shares of Common Stock that the Company directs Roth Principal Investments to purchase from

the Company pursuant to the Purchase Agreement, if any, equals or exceeds $1.2143 (representing the lower of (a) the official

closing price of Common Stock on Nasdaq on the trading day immediately prior to the execution of the Purchase Agreement and (b) the average

official closing price of Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately prior to

the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, the Company’s

payment of the Cash Commitment Fee (defined below) to Roth Principal Investments), so that the Exchange Cap limitation will not apply

to issuances and sales of Common Stock pursuant to the Purchase Agreement.

Moreover,

the Company may not issue or sell any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated

with all other shares of Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant

to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more

than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).

The

net proceeds to the Company from sales that the Company elects to make to Roth Principal Investments under the Purchase Agreement, if

any, will depend on the frequency and prices at which the Company sells shares of Common Stock to Roth Principal Investments. The Company

expects that any proceeds received by the Company from such sales of Common Stock to Roth Principal Investments will be used for working

capital and general corporate purposes.

There

are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase

Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable

Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions

include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the

trading price of Common Stock after the date of issuance, or the Company’s effecting or entering into an agreement to effect an

“equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer,

issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.

Roth

Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by

Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for

the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the Common Stock or

hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement.

The

Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month

anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the

Purchase Agreement shares of Common Stock for an aggregate gross purchase price of $40,000,000, (iii) the date on which the Common Stock

shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market”

in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or

involuntary bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th

trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property

or the Company make a general assignment for the benefit of creditors.

The

Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’

prior written notice to Roth Principal Investments. The Company and Roth Principal Investments may also terminate the Purchase Agreement

at any time by mutual written consent.

Roth

Principal Investments also has the right to terminate the Purchase Agreement upon 10 trading days’ prior written notice to us,

but only upon the occurrence of certain events, including: the occurrence and continuation of a Material Adverse Effect (as such term

is defined in the Purchase Agreement); the occurrence of a Fundamental Transaction (as such term is defined in the Purchase Agreement)

involving the Company; certain failures to file registration statements by applicable deadlines or have them declared effective by the

SEC by applicable deadlines, or material breaches or defaults under the Registration Rights Agreement that remain uncured for 10 trading

days after notice; material breaches or defaults by the Company under the Purchase Agreement or the Registration Rights Agreement that

remain uncured for 10 trading days after notice; the lapse of effectiveness of any registration statement or unavailability of the prospectus

for a period of 20 consecutive trading days or more than 60 trading days in any 365-day period (other than due to acts of Roth Principal

Investments); or the suspension of trading in the Common Stock on Nasdaq for a period of five consecutive trading days.

termination of the Purchase Agreement by the Company or by Roth Principal Investments will become effective prior to the fifth trading

day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of

the Purchase Agreement. No termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any

termination of the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective

rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or

the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments.

Roth

Principal Investments, LLC is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of

the Financial Industry Regulatory Authority, Inc. (“FINRA”). RCP will act as an executing broker that will effectuate resales

of Common Stock that have been and may be acquired by Roth Principal Investments from the Company pursuant to the Purchase Agreement.

Because

Roth Principal Investments will receive all the net proceeds from such resales of Common Stock made to the public through RCP, RCP is

deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, the offering will be conducted

in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined

in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual

standards of “due diligence” with respect thereto. Accordingly, the Company has engaged Digital Offering, LLC, a registered

broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in the offering and, in

such capacity, participate in the preparation of the Registration Statement and exercise the usual standards of “due diligence”

with respect thereto.

consideration for Roth Principal Investments’ commitment to purchase shares of Common Stock at the Company’s direction upon

the terms and subject to the conditions set forth in the Purchase Agreement, we (i) paid to Roth Principal Investments a cash “structuring

fee” of $25,000, prior to the Company’s execution of the Purchase Agreement, and (ii) agreed to pay to Roth Principal Investments

a cash commitment fee of $800,000 (the “Cash Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’

$40,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Cash Commitment Fee shall be payable

in cash to Roth Principal Investments out of the first proceeds, following Market Open Purchases, Intraday Purchases, Pre-Market Purchases

and/or Post-Market Purchases, at a 10% participation rate until the entire Commitment Fee has been received by the Roth Principal Investments.

addition, we have agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’

legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an

amount equal to $75,000 (the “Initial Legal Fee Reimbursement Amount”), upon the Company’s execution of the Purchase

Agreement and Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter

(the “Additional Investor Legal Fee Reimbursement Amount”) for the reasonable legal fees and disbursements of Roth Principal

Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters

as contemplated by the Purchase Agreement.

The

Company has paid directly to Digital Offering a cash fee of $50,000, as consideration for its services in connection with acting

as the qualified independent underwriter in the offering. Digital Offering will receive no other compensation for acting as the qualified

independent underwriter in the offering.

The

Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification

obligations of the parties.

Because

the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase,

Pre-Market Purchase or Post-Market Purchase that the Company may elect to effect pursuant to the Purchase Agreement will be determined

by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, the Company

cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares

that the Company may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore,

the Company cannot be certain how many Purchase Shares, in the aggregate, the Company may issue and sell to Roth Principal Investments

under the Purchase Agreement from and after Commencement.

The

form of Purchase Agreement and Registration Rights Agreement are filed as exhibits 10.1, and 10.2, respectively, to this Current Report

on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement and Registration Rights Agreement are subject to, and qualified

in their entirety by, the full text of such documents, where applicable, which are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information contained above in Item 1.01 under the heading “Committed Equity Facility” is hereby incorporated by reference

into this Item 3.02. The Purchase Shares will be issued without registration under 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 promulgated under the

Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report

on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there

be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be

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

Forward-Looking

Statements. This Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s

business, including statements related to the satisfaction of the conditions to Roth Principal Investments’ purchase obligations

and the intended use of any proceeds to the Company from the Committed Equity Facility, that are often identified using “believes”,

“expects”, or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties

that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Accordingly, forward-looking

statements are not guarantees of future results. Actual results could differ from those projected due to numerous factors and uncertainties.

Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements

are reasonable, the Company can give no assurance that such statements will prove to be correct, and that the Company’s actual

results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial

condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking

statements and investors should refer to the risk factors outlined in the “Risk Factors” section of the Company’s Annual

Report on Form 10-K for the fiscal year ended June 30, 2025 and the Company’s subsequent filings with the Securities and Exchange

Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update these statements

or the reasons why actual results could differ from those projected, except as required by law.

Item

9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

10.1

Common Stock Purchase Agreement, dated as of May 15, 2026, by and between Flux Power Holdings, Inc. and Roth Principal Investments, LLC

10.2

Registration Rights Agreement, dated as of May 15, 2026, by and between Flux Power Holdings, Inc. and Roth Principal Investments, LLC

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:

May 18, 2026

Flux

Power Holdings, Inc.

By:

/s/

Kevin Royal

Kevin

Royal

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

COMMON

STOCK PURCHASE AGREEMENT

Dated

as of May 15, 2026

and between

FLUX

POWER HOLDINGS, INC.

and

ROTH

PRINCIPAL INVESTMENTS, LLC

Table

of Contents

Page

Article

I DEFINITIONS

Article

II PURCHASE AND SALE OF COMMON STOCK

Section

2.1.

Purchase

and Sale of Stock

Section

2.2.

Closing

Date; Settlement Dates

Section

2.3.

Initial

Public Announcements and Required Filings

Article

III PURCHASE TERMS

Section

3.1.

Market

Open Purchases

Section

3.2.

Intraday

Purchases

Section

3.3

Extended

Hours Purchases

Section

3.4.

Settlement

Section

3.5.

Compliance

with Rules of Trading Market.

Section

3.6.

Beneficial

Ownership Limitation

Article

IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

INVESTOR

Section

4.1.

Organization

and Standing of the Investor

Section

4.2.

Authorization

and Power

Section

4.3.

Conflicts

Section

4.4.

Investment

Purpose

Section

4.5.

Accredited

Investor Status

Section

4.6.

Reliance

on Exemptions

Section

4.7.

Information

Section

4.8.

Governmental Review

Section

4.9.

General Solicitation

Section

4.10.

Not

an Affiliate

Section

4.11.

Prior Short Sales

Section

4.12.

Statutory

Underwriter Status

Section

4.13.

Resales

of Shares

Article

V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

COMPANY

Section

5.1.

Organization,

Good Standing and Power

Section

5.2.

Authorization,

Enforcement

Section

5.3.

Capitalization

Section

5.4.

Payment

of Commitment Fee; Issuance of Shares

Section

5.5.

Conflicts

Section

5.6.

Commission

Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants

Section

5.7.

Subsidiaries

Section

5.8.

Material Adverse Effect or Material Change

Section

5.9.

Undisclosed Liabilities

Section

5.10.

Material Defaults on Indebtedness

Section

5.11.

Solvency

Section

5.12.

Title

to Real and Personal Property

Section

5.13.

Litigation

Section

5.14.

Compliance

with Applicable Laws

Section

5.15.

Certain

Fees

Section

5.16.

Disclosure

Section

5.17.

Material

Permits

Section

5.18.

Environmental

Matters

Section

5.19.

Intellectual

Property Rights

Section

5.20.

Material

Contracts

Section

5.21.

Transactions

With Affiliates

Section

5.22.

Labor

Relations

Section

5.23.

Use

of Proceeds

Section

5.24.

Investment

Company Act Status

Section

5.25.

Tax

Matters

Section

5.26.

Insurance

Section

5.27.

Exemption

from Registration

Section

5.28.

General Solicitation or Advertising

Section

5.29.

Integrated Offering

Section

5.30.

Dilutive

Effect

Section

5.31.

Manipulation

of Price

Section

5.32.

Securities

Act

Section

5.33.

Listing

and Maintenance Requirements; DTC Eligibility

Section

5.34.

Application

of Takeover Protections

Section

5.35.

Foreign

Corrupt Practices

Section

5.36.

Office

of Foreign Assets Control

Section

5.37.

Money

Laundering

Section

5.38.

ERISA

Section

5.39.

Systems

Section

5.40.

Compliance

with Data Privacy Laws

Section

5.41.

U.S.

Real Property Holding Corporation

Section

5.42.

Margin

Rules

Section

5.43.

Smaller

Reporting Company Status

Section

5.44.

Disqualification Events

Section

5.45.

Market

Capitalization

Section

5.46.

Broker/Dealer

Relationships; FINRA Information

Section

5.47.

Acknowledgement

Regarding Relationship with Investor and RCP

Section

5.48.

Acknowledgement

Regarding Investor’s Affiliate Relationships

Article

VI ADDITIONAL COVENANTS

Section

6.1.

Securities

Compliance

Section

6.2.

Reservation

of Common Stock

Section

6.3.

Registration

and Listing

Section

6.4.

Compliance

with Laws.

Section

6.5.

Keeping

of Records and Books of Account; Due Diligence.

Section

6.6.

Frustration; No Variable Rate Transactions.

Section

6.7.

Corporate

Existence

Section

6.8.

Fundamental

Transaction

Section

6.9.

Selling

Restrictions.

Section

6.10.

Effective

Registration Statement

Section

6.11.

Blue

Sky

Section

6.12.

Non-Public

Information

Section

6.13.

Broker-Dealer

Section

6.14.

FINRA

Filing

Section

6.15.

QIU

Section

6.16.

Disclosure

Schedule.

Section

6.17.

Delivery

of Compliance Certificates, Bring-Down Negative Assurance Letters and Bring-Down Comfort Letters Upon Occurrence of Certain Events

Article

VII CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES

Section

7.1.

Conditions

Precedent to Closing

Section

7.2.

Conditions

Precedent to Commencement

Section

7.3.

Conditions

Precedent to Purchases after Commencement Date

Article

VIII TERMINATION

Section

8.1.

Automatic

Termination

Section

8.2.

Other

Termination

Section

8.3.

Effect

of Termination

Article

IX INDEMNIFICATION

Section

9.1.

Indemnification

of Investor

Section

9.2.

Indemnification

Procedures

Article

X MISCELLANEOUS

Section

10.1.

Certain

Fees and Expenses; Commitment Fee; Commencement Irrevocable Transfer Agent Instructions.

Section

10.2.

Specific

Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

Section

10.3.

Entire

Agreement

Section

10.4.

Notices

Section

10.5.

Waivers

Section

10.6.

Amendments

Section

10.7.

Headings

Section

10.8.

Construction

Section

10.9.

Binding

Effect

Section

10.10.

Third Party Beneficiaries

Section

10.11.

Governing

Law

Section

10.12.

Survival

Section

10.13.

Counterparts

Section

10.14.

Publicity

Section

10.15.

Severability

Section

10.16.

Further

Assurances

Annex

I. Definitions

COMMON

STOCK PURCHASE AGREEMENT

This

COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 15, 2026 (this “Agreement”), by and

between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Flux Power

Holdings, Inc., a Nevada corporation (the “Company”).

RECiTALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell

to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $40,000,000

in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5);

WHEREAS,

such sales of Common Stock by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities

Act (“Section 4(a)(2)”) and Rule 506(b) of Regulation D promulgated by the Commission under the Securities

Act (“Regulation D”), and upon such other exemption from the registration requirements of the Securities Act

as may be available with respect to any or all of the sales of Common Stock to the Investor to be made hereunder;

WHEREAS,

the parties hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the

“Registration Rights Agreement”), pursuant to which the Company shall register under the Securities Act the

resale of the Registrable Securities (as defined in the Registration Rights Agreement) by the Investor, upon the terms and subject to

the conditions set forth therein;

WHEREAS,

in consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay or cause to be paid to the

Investor the Commitment Fee, pursuant to, at such time(s) and in such manner as set forth in Section 10.1(ii) of this Agreement; and

WHEREAS,

the Company acknowledges that the Investor’s Affiliate, Roth Capital Partners, LLC (“RCP”), is acting

as the Investor’s representative in connection with the transactions contemplated by the Transaction Documents.

NOW,

THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Article

DEFINITIONS

Capitalized

terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof,

or as otherwise set forth in this Agreement.

Article

PURCHASE AND SALE OF COMMON STOCK

Section

2.1. Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment

Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the

Investor shall purchase from the Company, up to the lesser of (i) $40,000,000 (the “Total Commitment”) in aggregate

gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock and (ii) the Exchange Cap,

to the extent applicable under Section 3.5 (such lesser amount of shares of Common Stock, the “Aggregate Limit”),

by the delivery to the Investor of Purchase Notices as provided in Article III.

Section

2.2. Closing Date; Settlement Dates. This Agreement shall become effective and binding (the

“Closing”) upon (a) the delivery of counterpart signature pages of this Agreement and the Registration

Rights Agreement executed by each of the parties hereto and thereto, and (b) the delivery of all other documents, instruments and

writings required to be delivered at the Closing, in each case as provided in Section 7.1(iv), to the offices of Reed Smith LLP, at

599 Lexington Avenue, New York, NY 10022, at 2:00 p.m., New York City time, on the Closing Date. In consideration of and in

express reliance upon the representations, warranties and covenants contained in, and upon the terms and subject to the conditions

of, this Agreement, during the Investment Period, the Company, at its sole option and discretion, may issue and sell to the

Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of

each Purchase. The delivery of Shares in respect of each Purchase, and the payment for such Shares, shall occur in accordance with

Section 3.4.

Section

2.3. Initial Public Announcements and Required Filings. The Company shall, not later than 9:00 a.m., New York City

time, on the Trading Day immediately after the date of this Agreement, file with the Commission a Current Report on Form 8-K disclosing

the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms

thereof, including, without limitation, the Commitment Fee payable by the Company to the Investor pursuant to Section 10.1(ii) of this

Agreement, and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement and, if applicable,

any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company

(including all exhibits thereto, the “Current Report”). The Company shall provide the Investor a reasonable

opportunity to comment on a draft of the Current Report prior to filing the Current Report with the Commission and shall give due consideration

to all such comments. From and after the filing of the Current Report with the Commission, the Company shall have publicly disclosed

all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any

of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with

the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated

by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor

shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction

Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms

of such transactions to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain

the confidentiality of such information). Not later than 15 calendar days following the Closing Date, the Company shall file with the

Commission a Form D with respect to the issuance and sale of the Shares in accordance with Regulation D and shall provide a copy thereof

to the Investor promptly after such filing. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable,

but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration

Statement covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and the Registration

Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial

Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the

Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with resales of the

Registrable Securities by the Investor pursuant to such Registration Statement (or post-effective amendment thereto).

Article

III

PURCHASE TERMS

Subject

to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:

Section

3.1. Market Open Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement”

and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time

thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not

the obligation, to direct the Investor, by its timely delivery to the Investor of a Market Open Purchase Notice for a Market Open Purchase

(each, a “Market Open Purchase”), specifying in such Market Open Purchase Notice (a) the Market Open Purchase

Percentage for such Market Open Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall

apply to such Market Open Purchase, on the applicable Purchase Date therefor, to purchase a specified Market Open Purchase Share Amount,

which shall not exceed the applicable Market Open Purchase Maximum Amount, at the applicable Market Open Purchase Price therefor on such

Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a Market Open Purchase Notice for a Market

Open Purchase on any Trading Day selected by the Company as the Purchase Date for such Market Open Purchase, so long as (i) the Closing

Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and

(ii) all Shares subject to all prior Purchases effected by the Company pursuant to this Agreement on or before the Trading Day immediately

preceding such Purchase Date (as applicable) have been timely received by the Investor as DWAC Shares on the applicable Purchase Share

Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor is obligated to accept each Market Open Purchase

Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained

in this Agreement. If the Company delivers any Market Open Purchase Notice directing the Investor to purchase a Market Open Purchase

Share Amount in excess of the applicable Market Open Purchase Maximum Amount that the Company is then permitted to include in such Market

Open Purchase Notice (taking into account the Market Open Purchase Percentage specified by the Company in the applicable Market Open

Purchase Notice for such Market Open Purchase), such Market Open Purchase Notice shall be void ab initio to the extent of the

amount by which the Market Open Purchase Share Amount set forth in such Market Open Purchase Notice exceeds such applicable Market Open

Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to

such Market Open Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable

Market Open Purchase Maximum Amount pursuant to such Market Open Purchase. At or prior to 7:00 p.m., New York City time, on the Purchase

Date for each Market Open Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice

recipients of the Company set forth in the applicable Market Open Purchase Notice, a written confirmation for such Market Open Purchase,

setting forth the applicable Market Open Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor

in such Market Open Purchase, and the total aggregate Market Open Purchase Price to be paid by the Investor for the total Market Open

Purchase Share Amount purchased by the Investor in such Market Open Purchase. Notwithstanding the foregoing, the Company shall not deliver

any Market Open Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period, any MPA Period or at any other time

that the Company is in possession of information reasonably determined by the Company to be material non-public information regarding

the Company, its Subsidiaries or their securities.

Section

3.2. Intraday Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement

Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to

Market Open Purchases as described in Section 3.1, the Company shall also have the right, but not the obligation, to direct the Investor,

by its timely delivery to the Investor of an Intraday Purchase Notice for an Intraday Purchase (each, an “Intraday Purchase”),

specifying in such Intraday Purchase Notice (a) the Intraday Purchase Percentage for such Intraday Purchase and (b) whether a Limit Order

Continue Election or a Limit Order Discontinue Election shall apply to such Intraday Purchase, on the applicable Purchase Date therefor,

to purchase a specified Intraday Purchase Share Amount, which shall not exceed the applicable Intraday Purchase Maximum Amount, at the

applicable Intraday Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to

the Investor an Intraday Purchase Notice for an Intraday Purchase on any Trading Day selected by the Company as the Purchase Date for

such Intraday Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase

Date is not less than the Threshold Price, and (ii) all Shares subject to all prior Purchases effected by the Company pursuant to this

Agreement on or before the Trading Day immediately preceding such Purchase Date (as applicable) have been timely received by the Investor

as DWAC Shares on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor

is obligated to accept each Intraday Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject

to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Intraday Purchase Notice directing the

Investor to purchase an Intraday Purchase Share Amount in excess of the applicable Intraday Purchase Maximum Amount that the Company

is then permitted to include in such Intraday Purchase Notice (taking into account the Intraday Purchase Percentage specified by the

Company in the applicable Intraday Purchase Notice for such Intraday Purchase), such Intraday Purchase Notice shall be void ab initio

to the extent of the amount by which the Intraday Purchase Share Amount set forth in such Intraday Purchase Notice exceeds such applicable

Intraday Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant

to such Intraday Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable

Intraday Purchase Maximum Amount pursuant to such Intraday Purchase. At or prior to 7:00 p.m., New York City time, on the Purchase Date

on which one or more Intraday Purchases shall have occurred, the Investor shall provide to the Company, by email correspondence to each

of the individual notice recipients of the Company set forth in the applicable Intraday Purchase Notice, a written confirmation for each

such Intraday Purchase, setting forth the applicable Intraday Purchase Price per Share to be paid by the Investor for the Shares purchased

by the Investor in such Intraday Purchase, and the total aggregate Intraday Purchase Price to be paid by the Investor for the total Intraday

Purchase Share Amount purchased by the Investor in such Intraday Purchase. Notwithstanding the foregoing, the Company shall not deliver

any Intraday Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period, any MPA Period or at any other time

that the Company is in possession of information reasonably determined by the Company to be material non-public information regarding

the Company, its Subsidiaries or their securities.

Section

3.3 Extended Hours Purchases.

(a)

Pre-Market Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement

Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to

Market Open Purchases as described in Section 3.1 and Intraday Purchases as described in Section 3.2, the Company shall also have the

right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a Pre-Market Purchase Notice for a Pre-Market

Purchase (each, a “Pre-Market Purchase”), specifying in such Pre-Market Purchase Notice (a) the Pre-Market

Purchase Percentage for such Pre-Market Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election

shall apply to such Pre-Market Purchase, on the applicable Purchase Date therefor, to purchase a specified Pre-Market Purchase Share

Amount, which shall not exceed the applicable Pre-Market Purchase Maximum Amount, at the applicable Pre-Market Purchase Price therefor

on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a Pre-Market Purchase Notice

for Pre-Market Purchase on any Trading Day selected by the Company as the Purchase Date for such Pre-Market Purchase, so long as (i)

the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold

Price, and (ii) all Shares subject to all prior Purchases effected by the Company pursuant to this Agreement on or before the Trading

Day immediately preceding such Purchase Date (as applicable) have been timely received by the Investor as DWAC Shares on the applicable

Purchase Share Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor is obligated to accept each Pre-Market

Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions

contained in this Agreement. If the Company delivers any Pre-Market Purchase Notice directing the Investor to purchase a Pre-Market Purchase

Share Amount in excess of the applicable Pre-Market Purchase Maximum Amount that the Company is then permitted to include in such Pre-Market

Purchase Notice (taking into account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase), such Pre-Market Purchase Notice shall be void ab initio to the extent of the amount by which

the Pre-Market Purchase Share Amount set forth in such Pre-Market Purchase Notice exceeds such applicable Pre-Market Purchase Maximum

Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such Pre-Market

Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Pre-Market Purchase

Maximum Amount pursuant to such Pre-Market Purchase. At or prior to 7:00 p.m., New York City time, on the Purchase Date on which a Pre-Market

Purchase shall have occurred, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients

of the Company set forth in the applicable Pre-Market Purchase Notice, a written confirmation for such Pre-Market Purchase, setting forth

the applicable Pre-Market Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such Pre-Market

Purchase, and the total aggregate Pre-Market Purchase Price to be paid by the Investor for the total Pre-Market Purchase Share Amount

purchased by the Investor in such Pre-Market Purchase. Notwithstanding the foregoing, the Company shall not deliver any Pre-Market Purchase

Notices to the Investor during the PEA Period, any Allowable Grace Period, any MPA Period or at any other time that the Company is in

possession of information reasonably determined by the Company to be material non-public information regarding the Company, its Subsidiaries

or their securities.

(b)

Post-Market Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement

Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to

Market Open Purchases as described in Section 3.1, Intraday Purchases as described in Section 3.2 and Pre-Market Purchases as described

in Section 3.3(a), the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the

Investor of a Post-Market Purchase Notice for a Post-Market Purchase (each, a “Post-Market Purchase”), specifying

in such Post-Market Purchase Notice (a) the Post-Market Purchase Percentage for such Post-Market Purchase and (b) whether a Limit Order

Continue Election or a Limit Order Discontinue Election shall apply to such Post-Market Purchase, on the applicable Purchase Date therefor,

to purchase a specified Post-Market Purchase Share Amount, which shall not exceed the applicable Post-Market Purchase Maximum Amount,

at the applicable Post-Market Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely

deliver to the Investor a Post-Market Purchase Notice for Post-Market Purchase on any Trading Day selected by the Company as the Purchase

Date for such Post-Market Purchase, so long as (i) the Closing Sale Price of the Common Stock on such Purchase Date is not less than

the Threshold Price, and (ii) all Shares subject to all prior Purchases effected by the Company pursuant to this Agreement on or before

the Trading Day immediately preceding such Purchase Date (as applicable) have been timely received by the Investor as DWAC Shares on

the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor is obligated to accept

each Post-Market Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction

of the conditions contained in this Agreement. If the Company delivers any Post-Market Purchase Notice directing the Investor to purchase

a Post-Market Purchase Share Amount in excess of the applicable Post-Market Purchase Maximum Amount that the Company is then permitted

to include in such Post-Market Purchase Notice (taking into account the Post-Market Purchase Percentage specified by the Company in the

applicable Post-Market Purchase Notice for such Post-Market Purchase), such Post-Market Purchase Notice shall be void ab initio

to the extent of the amount by which the Post-Market Purchase Share Amount set forth in such Post-Market Purchase Notice exceeds such

applicable Post-Market Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess

Shares pursuant to such Post-Market Purchase Notice; provided, however, that the Investor shall remain obligated to purchase

the applicable Post-Market Purchase Maximum Amount pursuant to such Post-Market Purchase. At or prior to 7:00 p.m., New York City time,

on the Purchase Date on which one or more Post-Market Purchases shall have occurred, the Investor shall provide to the Company, by email

correspondence to each of the individual notice recipients of the Company set forth in the applicable Post-Market Purchase Notice, a

written confirmation for each such Post-Market Purchase, setting forth the applicable Post-Market Purchase Price per Share to be paid

by the Investor for the Shares purchased by the Investor in such Post-Market Purchase, and the total aggregate Post-Market Purchase Price

to be paid by the Investor for the total Post-Market Purchase Share Amount purchased by the Investor in such Post-Market Purchase. Notwithstanding

the foregoing, the Company shall not deliver any Post-Market Purchase Notices to the Investor during the PEA Period, any Allowable Grace

Period, any MPA Period or at any other time that the Company is in possession of information reasonably determined by the Company to

be material non-public information regarding the Company, its Subsidiaries or their securities.

Section

3.4. Settlement. The Shares constituting (i) the applicable Market Open Purchase Share Amount purchased by the Investor

in each Market Open Purchase, (ii) the applicable Intraday Purchase Share Amount purchased by the Investor in each Intraday Purchase,

(iii) the applicable Pre-Market Purchase Share Amount purchased by the Investor in each Pre-Market Purchase, and (iv) the applicable

Post-Market Purchase Share Amount purchased by the Investor in each Post-Market Purchase, as applicable, in each case shall be delivered

to the Investor as DWAC Shares not later than 10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date

for such Purchase (the “Purchase Share Delivery Date”). Subject to the provisions set forth in Section 10.1(ii)

regarding deductions from the amount otherwise payable to the Company under this Section 3.4 for partial satisfaction of the Commitment

Fee, for each Purchase effected by the Company under this Article III, the Investor shall pay to the Company an amount in cash equal

to the product of (a) the total number of Shares purchased by the Investor in such Purchase and (b) the applicable Purchase Price for

such Shares, as full payment for such Shares purchased by the Investor in such Purchase, via wire transfer of immediately available funds,

not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable Purchase Share Delivery Date for

such Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such

Purchase on such Purchase Share Delivery Date in accordance with the first sentence of this Section 3.4, or, if any of such Shares are

received by the Investor after 1:00 p.m., New York City time, then the Company’s receipt of such funds in its designated account

may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares,

but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reason

(other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, as

DWAC Shares, any Shares purchased by the Investor in a Purchase effected by the Company under this Article III, prior to 10:00 a.m.,

New York City time, on the Trading Day immediately following the applicable Purchase Share Delivery Date for such Purchase, and if on

or after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date

in respect of such Purchase, then the Company shall, within one (1) Trading Day after the Investor’s request, either (i) pay cash

to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares

of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver

such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares

and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor

pursuant to this Agreement for all of the Shares purchased by the Investor in such Purchase. The Company shall not issue any fraction

of a share of Common Stock to the Investor in connection with any Purchase effected pursuant to this Agreement. If the issuance would

result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up

or down to the nearest whole share. All payments to be made by the Investor pursuant to this Agreement shall be made by wire transfer

of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance

with the provisions of this Agreement.

Section

3.5. Compliance with Rules of Trading Market.

(a)

Exchange Cap. Subject to Section 3.5(b), the Company shall not issue or sell any shares of Common Stock pursuant to this

Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after

giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions

contemplated hereby would exceed 4,272,062 shares of Common Stock (such number of shares equal to 19.999% of the aggregate number of

shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be

reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series

of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market

(such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders

have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable

rules of the Trading Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders

to approve the issuance of Common Stock pursuant to this Agreement; provided, that if such stockholder approval is not obtained,

the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during

the term of this Agreement (except as set forth in Section 3.5(b)).

(b)

At-Market Transaction. Notwithstanding Section 3.5(a) above, the Exchange Cap shall not be applicable for any purposes

of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall

equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of

this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder

approval referred to in Section 3.5(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base

Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected

on Nasdaq.com) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price

of the Common Stock on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the Trading

Day immediately prior to the date of this Agreement.

(c)

General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or

sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market.

The provisions of this Section 3.5 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section

3.5 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.

Section

3.6. Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company

shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when

aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to

Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of

more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the

written request of the Investor, the Company shall promptly (but not later than the next business day on which the Company’s transfer

agent is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor

and the Company shall each cooperate in good faith in the determinations required under this Section 3.6 and the application of this

Section 3.6. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and

the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent

manifest error. The provisions of this Section 3.6 shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 3.6 to the extent necessary to properly give effect to the limitations contained in this Section 3.6.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The

Investor hereby makes the following representations, warranties and covenants to the Company:

Section

4.1. Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly

existing and in good standing under the laws of the State of Delaware.

Section

4.2. Authorization and Power. The Investor has the requisite limited liability company power and authority to enter

into and perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Shares in

accordance with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights

Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited

liability company action, and no further consent or authorization of the Investor, its officers or its sole member is required. Each

of this Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid

and binding obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited

by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar Laws relating

to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application

(including any limitation of equitable remedies).

Section

4.3. No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights

Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in

a violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational

instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default)

under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed

of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii)

create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which the Investor

is party or under which the Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation

of any federal, state, local or foreign statute, rule, or regulation, or any Order of any Governmental Entity applicable to the Investor

or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts,

defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit

or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this

Agreement and the Registration Rights Agreement. The Investor is not required under any applicable Law to obtain any consent, authorization

or Order of, or make any filing or registration with, any Governmental Entity in order for it to execute, deliver or perform any of its

obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with the terms

hereof, other than as may be required by FINRA; provided, however, that for purposes of the representation made in this

sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with

the relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section

4.4. Investment Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and not

with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or

any applicable state securities or “blue sky” Laws; provided, however, that by making the representations herein,

the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term

and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant

to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement

or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor is acquiring the Shares

hereunder in the ordinary course of its business.

Section

4.5. Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule

501(a) of Regulation D.

Section

4.6. Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific

exemptions from the registration requirements of U.S. federal and state securities or “blue sky” Laws and that the Company

is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements,

acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the

eligibility of the Investor to acquire the Shares.

Section

4.7. Information. All materials relating to the business, financial condition, management and operations of

the Company and materials relating to the offer and sale of the Shares which have been requested by the Investor have been furnished

or otherwise made available to the Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands

that its investment in the Shares involves a high degree of risk. The Investor is able to bear the economic risk of an investment in

the Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks

of a proposed investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive

answers from representatives of the Company concerning the financial condition and business of the Company and other matters relating

to an investment in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors,

if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations

and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s

right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of

the transaction contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered pursuant to

Sections 7.1(iv), 7.2(xv) and 7.3(x)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to

make an informed investment decision with respect to its acquisition of the Shares. The Investor understands that it (and not the Company)

shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this

Agreement.

Section

4.8. No Governmental Review. The Investor understands that no United States federal or state agency or any other government

or Governmental Entity has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment

in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

Section

4.9. No General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form of general

solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section

4.10. Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of

this Agreement, the Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares

of Common Stock. During the Investment Period, the Investor will not acquire for its own account any shares of Common Stock or securities

exercisable for or convertible into shares of Common Stock, other than pursuant to this Agreement; provided, however, that

nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction or otherwise,

shares of Common Stock necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor

anticipated receiving from the Company in connection with the settlement of a Market Open Purchase or an Intraday Purchase (as applicable)

if the Company or its transfer agent shall have failed for any reason (other than a failure of the Investor or its Broker-Dealer to set

up a DWAC and required instructions) to electronically transfer all of the Shares subject to such Market Open Purchase or such Intraday

Purchase (as applicable) to the Investor on the applicable Purchase Share Delivery Date by crediting the Investor’s or its designated

Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section 3.4 of this Agreement. For the avoidance

of doubt, the foregoing restriction does not apply to any Affiliate of the Investor, provided that any such purchases do not cause the

Investor to violate any applicable Exchange Act requirement, including Regulation M.

Section

4.11. No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, any of its officers, or

any entity managed or controlled by the Investor, engaged in or effected, in any manner whatsoever, directly or indirectly, for the Investor’s

own principal account or for the principal account of any such entity managed or controlled by the Investor, any (i) “short sale”

(as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes

a net short position with respect to the Common Stock that remains in effect as of the date of this Agreement.

Section

4.12. Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter”

and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required

by applicable Law and to the extent the Prospectus is related to the resale of Registrable Securities.

Section

4.13. Resales of Shares. The Investor represents, warrants and covenants that it will resell Shares purchased or acquired

by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Shares

is registered under the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution”

in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securities

or “blue sky” Laws.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except

as set forth in the disclosure schedule delivered by the Company to the Investor, if any (which is hereby incorporated by reference in,

and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes

the following representations, warranties and covenants to the Investor:

Section

5.1. Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good

standing under the Laws of the State of Nevada and has the corporate power and authority to own, lease or operate its assets and properties

and to conduct its business as now being conducted in all material respects. The Company is duly licensed or qualified to do business

and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character

of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure

to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material

Adverse Effect.

Section

5.2. Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and perform

its obligations under each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms hereof

and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with

any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any Market Open

Purchase Notice and any Intraday Purchase Notice), the execution, delivery and performance by the Company of each of the Transaction

Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly

authorized by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or its stockholders

is required. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and

constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership

or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles

of general application (including any limitation of equitable remedies).

Section

5.3. Capitalization. The authorized capital stock of the Company and the shares thereof issued and outstanding

were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been

duly authorized and validly issued, and are fully paid and non-assessable. Except as set forth in the Commission Documents, this Agreement

and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale

of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to

preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which

the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights

to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable

for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the

Company’s equity incentive and/or compensatory plans or arrangements. Except as set forth in the Commission Documents, the Company

is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of

the Company. Except as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar

provisions that will be triggered by this Agreement, the Registration Rights Agreement or any of the other Transaction Documents, or

the consummation of the transactions described herein or therein. The Company has filed with the Commission true and correct copies of

the Company’s Second Amended and Restated Articles of Incorporation, as amended and in effect on the Closing Date (the “Charter”),

and the Company’s Amended and Restated Bylaws, as amended and in effect on the Closing Date (the “Bylaws”).

Section

5.4. Payment of Commitment Fee; Issuance of Shares. Payment of the Commitment Fee by the Company to the Investor in

such manner, at such time(s) and otherwise pursuant to and in accordance with Section 10.1(ii) of this Agreement, has been duly authorized

by all necessary corporate action on the part of the Company. The Total Commitment worth of Shares available for issuance by the Company

to the Investor under this Agreement have been, or with respect to the amount of Shares to be purchased by the Investor pursuant to a

particular Purchase Notice will be, prior to the delivery to the Investor hereunder of such Purchase Notice, in each case duly authorized

by all necessary corporate action on the part of the Company. An aggregate 38,461,538 shares of Common Stock have been duly authorized

and reserved by the Company for issuance and sale to the Investor as Shares pursuant to one or more Purchases under this Agreement.

Section

5.5. No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which

it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result

in a violation of any provision of the Company’s Charter or Bylaws, (ii) result in a breach or violation of any of the terms or

provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give

rise to any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note,

bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii)

create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Subsidiaries under any agreement

or any commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound

or to which any of their respective properties or assets is subject, or (iv) result in a violation of any Law or Order applicable to

the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected

(including federal and state securities or “blue sky” Laws and the rules and regulations of the Trading Market or applicable

Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration,

cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required

under the Securities Act, under any applicable state securities or “blue sky” Laws, by the Trading Market or by FINRA, the

Company is not required under any Law to obtain any consent, authorization or Order of, or make any filing or registration with, any

Governmental Entity (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations

under the Transaction Documents to which it is a party, or to issue the Shares to the Investor in accordance with the terms hereof and

thereof (other than such consents, authorizations, Orders, filings or registrations as have been obtained or made prior to the Closing

Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying

upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants

and agreements contained in this Agreement and the Registration Rights Agreement.

Section

5.6. Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.

(a)

Since May 1, 2025, the Company has filed all Commission Documents required to be filed with or furnished to the Commission by the Company

under the Securities Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section

13(a) or Section 15(d) of the Exchange Act. As of the Closing Date, no Subsidiary of the Company is required to file or furnish any report,

schedule, registration, form, statement, information or other document with the Commission. As of its filing date (or, if amended or

superseded by a filing prior to the Closing Date, as of the date of such amended or superseded filing), each Commission Document filed

with or furnished to the Commission prior to the Closing Date complied in all material respects with the requirements of the Securities

Act or the Exchange Act, as applicable. Each Registration Statement, on the date it is filed with the Commission, on the date it is declared

effective by the Commission and on each Purchase Date, shall comply in all material respects with the requirements of the Securities

Act (including, without limitation, Rule 415 under the Securities Act) and shall 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 not misleading, except

that this representation and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance

upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor

expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration

Rights Agreement after the Closing Date, when taken together, on its date and on each Purchase Date, shall comply in all material respects

with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and

warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in

conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for

use therein. Each Commission Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus

included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Closing Date and filed

as part of or incorporated by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus included

therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement (including,

without limitation, the Current Report), when such document is filed with or furnished to the Commission and, if applicable, when such

document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or

the Exchange Act, as applicable. The Company has delivered or made available to the Investor via EDGAR or otherwise true and complete

copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents

filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form

such responses were filed via EDGAR. Except as disclosed in the Commission Documents, there are no outstanding or unresolved comments

or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or

other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange

Act.

(b)

The consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together with

the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its

Subsidiaries as of the dates indicated and the consolidated statements of operations, cash flows and stockholders’ equity of the

Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments

which will not be material, either individually or in the aggregate) and have been prepared in compliance in all material respects with

the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted accounting

principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to

accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may

exclude footnotes or may be condensed or summary statements) during the periods involved. The pro forma financial statements or data

included or incorporated by reference in the Commission Documents, if any, comply in all material respects with the applicable requirements

of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation

of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect

to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation

of those statements and data. The other financial, statistical and market-related data with respect to the Company and the Subsidiaries

contained or incorporated by reference in the Commission Documents, if any, are based on or derived from sources that the Company believes,

after reasonable inquiry, to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis

of data derived from such sources. There are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Commission Documents that are not included or incorporated by reference as required. All disclosures contained or

incorporated by reference in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined

by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of

Regulation S-K under the Securities Act, to the extent applicable.

(c)

Except as set forth in the Commission Documents, the Company maintains a system of internal accounting controls sufficient to provide

reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. Except as set forth in the Commission Documents, the Company is not aware of any material weaknesses in its internal

control over financial reporting. Except as set forth in the Commission Documents, since the date of the latest audited financial statements

of the Company included in the Commission Documents, there has been no change in the Company’s internal control over financial

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

reporting. Except as set forth in the Commission Documents, the Company has established disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15 and 15d-15) that comply in all material respects with the requirements of the Exchange Act. The Company’s

certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior

to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”).

The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date and, except as set forth in

such Form 10-K or any Commission Document filed with the Commission for a period subsequent to the period covered by such Form 10-K,

the “disclosure controls and procedures” are effective.

(d)

To the Company’s Knowledge, each of Haskell & White LLP (the “Accountant”) and Baker Tilly US, LLP

(the “Former Accountant”), each of which has expressed its opinion with respect to the financial statements

(which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the 2025 Form 10-K,

and which shall be filed with the Commission as a part of the Initial Registration Statement, is (i) an independent registered public

accounting firm as required by the Securities Act, the Exchange Act, and the rules and regulations of the Commission thereunder, and

the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable

requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered

public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration

to be withdrawn.

(e)

Since June 30, 2025, the Company has filed all certifications and statements the Company is required to file under (i) Rule 13a-14 or

Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”)) with respect to all Commission Documents with respect to which the Company is required to file such certifications

and statements thereunder.

Section

5.7. Subsidiaries. Exhibit 21.1 to the 2025 Form 10-K sets forth each Subsidiary of the Company as of the Closing Date,

other than those that may be omitted pursuant to Item 601 of Regulation S-K, and the Company does not have any other Subsidiaries as

of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K. Each Subsidiary of the Company has

been duly incorporated or organized, as the case may be, and is validly existing and in good standing (where such concept is recognized)

under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own,

lease and operate its properties and to conduct its business as described in the 2025 Form 10-K. Each of the Company’s Subsidiaries

is duly qualified to transact business and is in good standing (where such concept is recognized) in each jurisdiction in which such

qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure

to be so qualified or in good standing, as the case may be, or have such power or authority would not, individually or in the aggregate,

have a Material Adverse Effect. All of the issued and outstanding capital stock or other equity or ownership interests of each of the

Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company,

directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim.

Section

5.8. No Material Adverse Effect or Material Change. Except as otherwise disclosed in any Commission Documents, since

June 30, 2025: (i) there has been no material adverse change, or any development that would reasonably be expected to result in a material

adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities or

prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered

as one entity; (ii) the Company and its Subsidiaries, considered as one entity, have not incurred any material liability or obligation,

indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood,

earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental

action, order or decree, that are material, individually or in the aggregate, to the Company and its Subsidiaries, considered as one

entity; (iii) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness

of the Company or its Subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or,

except for dividends paid to the Company or other Subsidiaries, by any of the Company’s Subsidiaries on any class of capital stock,

or any repurchase or redemption by the Company or any of its Subsidiaries of any class of capital stock; and (iv) there has been no Material

Adverse Effect.

Section

5.9. No Undisclosed Liabilities. There are no direct or contingent liabilities, obligations, transactions, arrangements

or other relationships between or among the Company, or any of its Affiliates and any unconsolidated entity, including any structural

finance, special purpose or limited purpose entity (including any off-balance sheet obligations) or any “variable interest entities”

as that term is used in Accounting Standards Codification Paragraph 810-10-25-20, that would reasonably be expected to affect materially

the Company’s liquidity or the availability of or requirements for its capital resources, required to be described in the Commission

Documents which have not been described as required.

Section

5.10. No Material Defaults on Indebtedness. Except as set forth in the Commission Documents, neither the Company nor

any of its Subsidiaries is (i) in violation of its charter or bylaws or similar organizational documents or (ii) in default, and no event

has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any

term, covenant or condition contained in any indenture, mortgage, deed of trust, promissory note, or loan agreement or other instrument

relating to Indebtedness to which the Company is a party or by which the Company is bound or to which any of the property or assets of

the Company is subject, except, in the case of clause (ii) above, for any such default that would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

Section

5.11. Solvency. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection

pursuant to any Bankruptcy Law, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy,

insolvency, reorganization or liquidation Proceedings or other Proceedings for relief under any Bankruptcy Law. Except as set forth in

the Commission Documents, (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).

Section

5.12. Title to Real and Personal Property. The Company and its Subsidiaries have good and valid title in fee simple

to all items of real property and good and valid title to all personal property (other than with respect to Intellectual Property, which

for avoidance of doubt is addressed exclusively in Section 5.19 below) described in the Commission Documents as being owned by them that

are material to the businesses of the Company and its Subsidiaries, in each case, free and clear of all liens, encumbrances and claims,

except those that would reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Any real property

described in the Commission Documents as being leased by the Company or its Subsidiaries is held by them under valid, existing and enforceable

leases, except those that would not be reasonably be expected, individually or in the aggregate, have a Material Adverse Effect.

Section

5.13. Litigation. Except as disclosed in the Commission Documents, there is no Proceeding pending or, to the Company’s

Knowledge, threatened against the Company or any of its Subsidiaries that, if adversely decided or resolved, would, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither the

Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation

of or liability under federal or state securities or “blue sky” Laws or a claim of breach of fiduciary duty, which would

reasonably expected to result in an Order having a Material Adverse Effect. Except as disclosed in the Commission Documents, 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, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries, which would

reasonably expected to result in an Order having a Material Adverse Effect.

Section

5.14. Compliance with Applicable Laws. Except as disclosed in the Commission Documents, the business of the Company

and its Subsidiaries has been and is presently being conducted in compliance with all applicable Laws, except for such non-compliance

which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither

the Company nor any of its Subsidiaries is in violation of any Order applicable to the Company or any of its Subsidiaries, except in

all cases for any such violations which could not, individually or in the aggregate, have a Material Adverse Effect.

Section

5.15. Certain Fees. Except as contemplated by the Transaction Documents (including in connection with the engagement

of any Qualified Independent Underwriter as contemplated by Section 6.15 hereof) or as disclosed in the Commission Documents, no brokerage

or finder’s fees or commissions are or will be payable by the Company or any of its Subsidiaries to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the

Transaction Documents. Except for any fees and other compensation payable to any Qualified Independent Underwriter engaged to participate

in the transactions contemplated by the Transaction Documents pursuant to Section 6.15 hereof, none of the Investor, RCP or any of their

respective Affiliates shall have any 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 5.15 incurred by the Company or any of its Subsidiaries that may be due or payable

in connection with the transactions contemplated by the Transaction Documents.

Section

5.16. Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor

or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material,

nonpublic information concerning the Company or any of its Subsidiaries that has not been publicly disclosed by the Company in a Commission

Document filed by the Company with the Commission, other than the existence of the transactions contemplated by the Transaction Documents.

The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Securities

under the Registration Statement. All disclosure provided to the Investor regarding the Company and its Subsidiaries, their businesses

and the transactions contemplated by the Transaction Documents (including, without limitation, the representations and warranties of

the Company contained in the Transaction Documents to which it is a party (as modified by the Disclosure Schedule)) furnished in writing

by or on behalf of the Company or any of its Subsidiaries for purposes of or in connection with the Transaction Documents, taken together,

is true and correct in all material respects on the date on which such information is dated or certified, 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 at such time.

Section

5.17. Material Permits. Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries has

all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted,

except for such Permits that are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole

(the “Material Permits”). Except as disclosed in the Commission Documents or as would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) to the Company’s Knowledge, each Material Permit

is in full force and effect in accordance with its terms, (ii) no written notice of revocation, cancellation or termination of any Material

Permit has been received by the Company or any of its Subsidiaries and (iii) there are, and have been, no Proceedings pending or, to

the Company’s Knowledge, threatened relating to the suspension, revocation or material and adverse modification of any of such

Material Permit. This Section 5.17 does not relate to environmental matters, such items being the subject of Section 5.18.

Section

5.18. Environmental Matters. Except as would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local or foreign

statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof,

including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the

environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife,

including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants,

wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”)

or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”); (ii) the Company and its Subsidiaries have all permits, authorizations and approvals

required under any applicable Environmental Laws and are each in compliance with their requirements; (iii) there are no pending or, to

the Knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,

notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its

Subsidiaries; and (iv) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up

or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company

or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Section

5.19. Intellectual Property Rights. Except as would not reasonably be expected to have a Material Adverse Effect, (i)

the Company and its Subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names,

trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how,

trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial

property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective

businesses as they are currently being conducted; (ii) the Company’s and its Subsidiaries’ conduct of their respective businesses

does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its Subsidiaries

have not received any written notice of any claim relating to the infringement, misappropriation or violation of any third party’s

Intellectual Property; and (iv) to the Knowledge of the Company, the Intellectual Property of the Company and its Subsidiaries is not

being infringed, misappropriated or otherwise violated by any person.

Section

5.20. Material Contracts. Except as set forth in the Commission Documents, the descriptions

in the Commission Documents of the material Contracts therein described present fairly in all material respects the information required

to be shown, and there are no material Contracts of a character required to be described in the Commission Documents or to be filed as

exhibits thereto which are not described or filed as required; all material Contracts between the Company or any of its Subsidiaries

and third parties expressly referenced in the Commission Documents are legal, valid and binding obligations of the Company or one or

more of its Subsidiaries, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by

bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable

principles, and except where the failure of any such Contract to be enforceable in accordance with its terms would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section

5.21. Transactions With Affiliates. No relationship, direct or indirect, exists between or among any of the Company

or any Affiliate of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company

or any Affiliate of the Company, on the other hand, which is required by the Securities Act to be disclosed pursuant to the requirements

of Item 404 of Regulation S-K which has not been so disclosed. Except as disclosed in the Commission Documents, there are no outstanding

loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company

or any Affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any Affiliate of the Company

or any of their respective family members.

Section

5.22. Labor Relations. Except as disclosed in the Commission Documents, there is: (i) no material unfair labor practice

complaint pending against the Company or any of its Subsidiaries, nor to the Company’s Knowledge, threatened against it or any

of its Subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations

board, and no material grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending

against the Company or any of its Subsidiaries, or, to the Company’s Knowledge, threatened against it or any of its Subsidiaries;

and (ii) no material labor disturbance by the employees of the Company or any of its Subsidiaries exists or, to the Company’s Knowledge,

is imminent, and the Company is not aware of any existing or imminent material labor disturbance by the employees of any of its or its

Subsidiaries, principal suppliers, manufacturers, customers or contractors.

Section

5.23. Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company

in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto)

and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.

Section

5.24. Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated

by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included

in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the

Registration Rights Agreement the Company will not be required to register as an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

Section

5.25. Tax Matters. Except in any case in which failure to pay or file (as applicable) would not, individually or in

the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries have filed all necessary federal, state and foreign income

and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and,

if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in

good faith and by appropriate proceedings. Except to the extent of any inadequacy that would not, individually or in the aggregate, result

in a Material Adverse Effect, the Company has made adequate charges, accruals and reserves in the applicable financial statements referred

to in Section 5.6(b) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax

liability of the Company or any of its Subsidiaries has not been finally determined.

Section

5.26. Insurance. The Company and each of its Subsidiaries carries, or is covered by, insurance in such amounts and

covering such risks as is commercially reasonable for the conduct of its business and the value of its properties and as is customary

for companies engaged in similar businesses in similar industries, including, but not limited to, directors and officers insurance coverage.

Except as disclosed in the Commission Documents, the Company has no reason to believe that it or any of its Subsidiaries 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 at a cost that would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect.

Section

5.27. Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made

herein by the Investor, the offer and sale of the Shares by the Company to the Investor in accordance with the terms and conditions of

this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation

D; provided, however, that at the request of and with the express agreement of the Investor (including, without limitation,

the representations, warranties and covenants of Investor set forth in Sections 4.10 through 4.13), the Shares to be issued from and

after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only

as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities or “blue

sky” Laws, nor will any such Shares be subject to stop transfer instructions.

Section

5.28. No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any

Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Shares.

Section

5.29. No Integrated Offering. None of the Company or any of its Affiliates, nor any Person acting on 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 require registration of the offer, issuance and sale by the Company to the Investor of any of the Shares under the Securities Act,

whether through integration with prior offerings or otherwise, or cause this offering of the Shares to require approval of stockholders

of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of

the Trading Market. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action

or steps referred to in the preceding sentence that would require registration of the offer, issuance and sale by the Company to the

Investor of any of the Shares under the Securities Act or cause the offering of any of the Shares to be integrated with any other offering

of securities of the Company.

Section

5.30. Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing

stockholders and could significantly increase the number of outstanding shares of Common Stock. The Company further acknowledges that

its obligation to issue the Shares pursuant to the terms of a Purchase Notice in accordance with this Agreement is, in each case, absolute

and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the

Company.

Section

5.31. Manipulation of Price. Neither the Company nor any of its officers, directors or to the Knowledge of the Company,

any of its Affiliates has, and, to the Knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly,

any action designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company,

or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation

of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for,

purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any

compensation for soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors

or Affiliates will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during

the term of this Agreement, take any of the actions referred to in the immediately preceding sentence.

Section

5.32. Securities Act. The Company has complied and shall comply with all applicable federal and state securities or

“blue sky” Laws in connection with the offer, issuance and sale of the Shares hereunder, including, without limitation, the

applicable requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and at the time it is declared

effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities

included therein by the Investor in accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415

under the Securities Act at then-prevailing market prices, and not fixed prices. The Company is not currently, and has never been, an

issuer identified in, or subject to, paragraph (i)(1) of Rule 144.

Section

5.33. Listing and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b)

of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating

the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating

terminating such registration. Except as disclosed in the Commission Documents, the Company has not received written notice from the

Trading Market (or, if the Common Stock is then listed on an Eligible Market, from such Eligible Market) to the effect that the Company

is not in compliance with the listing or maintenance requirements of the Trading Market (or of such Eligible Market, as applicable).

Except as disclosed in the Commission Documents, the Company is in compliance with all applicable listing and maintenance requirements

of the Trading Market. The Common Stock may be issued and transferred electronically to third parties via DTC through its Deposit/Withdrawal

at Custodian (“DWAC”) delivery system. The Company has not received written notice from DTC to the effect that

a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC

with respect to the Common Stock is being imposed or is contemplated.

Section

5.34. Application of Takeover Protections. The Company and its 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 Charter or the Nevada Revised Statutes,

as amended, that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective

obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as

a result of the Company’s issuance and sale of the Shares to the Investor pursuant to this Agreement and the Investor’s acquisition

and ownership of the Shares.

Section

5.35. Foreign Corrupt Practices. Neither the Company or any of its Subsidiaries, nor, to the Knowledge of the Company,

any director, officer employee, representative, agent, or controlled Affiliate of the Company or any of its Subsidiaries or any other

Person acting on behalf of the Company or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that

would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder

(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,

gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined

in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the

FCPA and the Company and, to the Knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA

and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,

continued compliance therewith.

Section

5.36. Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the

Company, any director, officer, employee, representative, agent or controlled Affiliate of the Company or any of its Subsidiaries, or

any other Person acting on behalf of the Company or any of its Subsidiaries, is currently subject to or the target of 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 the Shares contemplated hereby, or lend, contribute or otherwise

make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions

administered by OFAC.

Section

5.37. Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times

in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively,

the “Money Laundering Laws”). No Proceeding by or before any Governmental Entity involving the Company or any

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

Section

5.38. ERISA. The Company and its Subsidiaries and any “employee benefit plan” (as defined under the Employee

Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))

established or maintained by the Company, its Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance

in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its Subsidiaries,

any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended,

and the regulations and published interpretations thereunder (the “Code”) of which the Company or such Subsidiary

is a member. No “reportable event” (as defined under ERISA), for which notice has not been waived, has occurred or is reasonably

expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its Subsidiaries

or any of their ERISA Affiliates that would reasonably be expected to result in a material liability to the Company and its Subsidiaries.

No “employee benefit plan” established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates, if

such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined

under ERISA) that would reasonably be expected to result in a material liability to the Company and its Subsidiaries. Neither the Company,

its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title

IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975

or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates

that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Knowledge of the Company, nothing has occurred,

whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

Section

5.39. IT Systems. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect, to the Company’s Knowledge, the Company and its Subsidiaries’ information technology assets and equipment, computers,

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

adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.

Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its

Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures,

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

security of all IT Systems and data, including “Personal Data,” processed by them in connection with their businesses. “Personal

Data” means the following data in the Company’s and its Subsidiaries’ possession or control and processed by

them in connection with their business (i) a natural person’s name, street address, telephone number, e-mail address, photograph,

social security number or tax identification number, driver’s license number, passport number, credit card number, individually

identifiable 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; (iv) any

information which would qualify as “protected health information” under HIPAA; and (v) any other piece of information that

allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to

an identified person’s health or individually identifiable sexual orientation. Except as would not reasonably be expected, individually

or in the aggregate, to have a Material Adverse Effect, to the Company’s Knowledge, (i) there have been no breaches, violations,

outages or unauthorized uses of or accesses to same nor any incidents under internal review or investigations relating to the same; and

(ii) the Company and its 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized

use, access, misappropriation or modification.

Section

5.40. Compliance with Data Privacy Laws. To the Company’s Knowledge, the Company and its Subsidiaries are, and at all

prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations (collectively,

the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place,

comply with, and take commercially reasonable steps reasonably designed to ensure compliance in all material respects with their policies

and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal

Data (as defined below) (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures

to users or customers required by the Privacy Laws, and none of such disclosures made or contained in any Policy have, to the knowledge

of the Company, been inaccurate or in violation of any Privacy Laws in any material respect. The Company further certifies that neither

it nor any Subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential

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

or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement from or with a governmental

or regulatory authority or agency that imposes any obligation or liability under any Privacy Law.

Section

5.41. U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so

long as any of the Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section

897 of the Code.

Section

5.42. Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the

Company as described in the Commission Documents will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System

or any other regulation of such Board of Governors.

Section

5.43. Smaller Reporting Company Status. As of the Closing Date the Company was, and as of the Commencement Date the Company

will be, a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

Section

5.44. No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive

officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s

outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405

under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)

is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act

(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under

the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event.

Section

5.45. Market Capitalization. As of the date of this Agreement, the aggregate market value of the outstanding voting

and non-voting common equity (as defined in Rule 405 of the Securities Act) of the Company held by Persons other than Affiliates of the

Company (pursuant to Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by,

or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $23.1 million

(calculated by multiplying (i) the highest price at which the common equity of the Company closed on the Trading Market within 60 days

of the date of this Agreement by (ii) the number of Non-Affiliate Shares).

Section

5.46. Broker/Dealer Relationships; FINRA Information. Neither the Company nor any of the Subsidiaries (i) is

required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii)

directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated

person of a member” (within the meaning set forth in the FINRA Manual). All of the information provided to the Investor, RCP or

to their counsel, specifically for use by RCP in connection with the FINRA Filing (and related disclosure) with FINRA, by the Company,

its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the

Company in connection with the transactions contemplated by the Transaction Documents is true, complete, correct and compliant with FINRA’s

rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules.

Section

5.47. Acknowledgement Regarding Relationship with Investor and RCP. The Company acknowledges and agrees, to

the fullest extent permitted by Law, that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect

to this Agreement, the Registration Rights Agreement and the transactions contemplated by the Transaction Documents, and RCP is acting

as a representative of the Investor in connection with the transactions contemplated by the Transaction Documents, and of no other party,

including the Company. The Company further acknowledges that while the Investor will be deemed to be a statutory “underwriter”

with respect to certain of the transactions contemplated by the Transaction Documents in accordance with interpretive positions of the

Staff of the Commission, the Investor is a “trader” that is not required to register with the Commission as a broker-dealer

under Section 15(a) of the Exchange Act. The Company further acknowledges that the Investor and its representatives are not acting as

a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement, the Registration Rights

Agreement and the transactions contemplated by the Transaction Documents, and any advice given by the Investor or any of its representatives

(including RCP) or agents in connection therewith is merely incidental to the Investor’s acquisition of the Shares. The Company

understands and acknowledges that employees of RCP may discuss market color, Purchase Notice timing and parameter considerations and

other related capital markets considerations with the Company in connection with the Transaction Documents and the transactions contemplated

thereby, in all cases on behalf of the Investor. The Company acknowledges and agrees that the Investor has not made and does not make

any representations or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically

set forth in Article IV.

Section

5.48. Acknowledgement Regarding Investor’s Affiliate Relationships. Affiliates of the Investor, including RCP,

engage in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions,

merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody,

clearance and securities lending. In the course of their respective business, Affiliates of the Investor may, directly or indirectly,

hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities or bank debt

of, or derivative products relating to, the Company. Any such position will be created, and maintained, independently of the position

the Investor takes in the Company. In addition, at any given time Affiliates of the Investor, including RCP, may have been or in the

future may be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated

to the transactions contemplated by the Transaction Documents, and Affiliates of the Investor, including RCP may have or may in the future

provide investment banking or other services to the Company in matters unrelated to the transactions contemplated by the Transaction

Documents. Activities of any of the Investor’s Affiliates performed on behalf of the Company may give rise to actual or apparent

conflicts of interest given the Investor’s potentially competing interests with those of the Company. The Company expressly acknowledges

the benefits it receives from the Investor’s participation in the transactions contemplated by the Transaction Documents, on the

one hand, and the Investor’s Affiliates’ activities, if any, on behalf of the Company unrelated to the transactions contemplated

by the Transaction Documents, on the other hand, and understands the conflict or potential conflict of interest that may arise in this

regard, and has consulted with such independent advisors as it deems appropriate in order to understand and assess the risks associated

with these potential conflicts of interest. Consistent with applicable legal and regulatory requirements, applicable Affiliates of the

Investor have adopted policies and procedures to establish and maintain the independence of their research departments and personnel

from their investment banking groups and the Investor. As a result, research analysts employed by Affiliates of the Investor may hold

views, make statements or investment recommendations or publish research reports with respect to the Company or the transactions contemplated

by the Transaction Documents that differ from the views of the Investor.

Article

ADDITIONAL COVENANTS

The

Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the

benefit of the other party, during the Investment Period (and with respect to the Company, for the period following the termination of

this Agreement specified in Section 8.3 pursuant to and in accordance with Section 8.3):

Section

6.1. Securities Compliance. The Company shall notify the Commission and the Trading Market (or, if applicable, other

Eligible Market), if and as applicable, in accordance with their respective rules and regulations, of the transactions contemplated by

the Transaction Documents, and shall take all necessary action, undertake all proceedings and obtain all registrations, permits, consents

and approvals for the legal and valid issuance of the Shares to the Investor in accordance with the terms of the Transaction Documents,

as applicable.

Section

6.2. Reservation of Common Stock. The Company has available and the Company shall reserve and keep available at all

times, free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares

of Common Stock to enable the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered

in respect of each Purchase effected under this Agreement, at least prior to the delivery by the Company to the Investor of the applicable

Purchase Notice in connection with such Purchase. Without limiting the generality of the foregoing, as of the date of this Agreement

the Company has reserved, and as of the Commencement Date shall have continued to reserve, out of its authorized and unissued Common

Stock, 38,461,538 shares of Common Stock solely for the purpose of issuing Shares pursuant to one or more Purchases that may be effected

by the Company, in its sole discretion, from time to time from and after the Commencement Date under this Agreement. The number of shares

of Common Stock so reserved for the purpose of effecting issuances of Shares pursuant to Purchases under this Agreement (as applicable)

may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced

from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any

Purchase effected from and after the Commencement Date pursuant to this Agreement.

Section

6.3. Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock

to continue to be registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing

obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act

or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under

the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue

the listing and trading of its Common Stock and the listing of the Shares purchased or acquired by the Investor hereunder on the Trading

Market (or another Eligible Market) and to comply with the Company’s reporting, filing and other obligations under the rules and

regulations of the Trading Market (or other Eligible Market, as applicable). The Company shall not take any action which could be reasonably

expected to result in the delisting or suspension of the Common Stock on the Trading Market (or other Eligible Market, as applicable).

If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market (or

other Eligible Market, as applicable) shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours)

notify the Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed

or quoted on another Eligible Market.

Section

6.4. Compliance with Laws.

(i)

During the Investment Period, the Company shall comply, and cause each of its Subsidiaries to comply, with (a) all Laws and Orders applicable

to the business and operations of the Company and its Subsidiaries, except as would not reasonably be expected to have a Material Adverse

Effect and (b) with applicable provisions of the Securities Act, the Exchange Act, including Regulation M thereunder, applicable state

securities or “blue sky” Laws, and applicable listing rules of the Trading Market (or, if the Common Stock is listed for

trading on any Eligible Market, applicable listing rules of such Eligible Market), in connection with the transactions contemplated by

this Agreement and the Registration Rights Agreement, except as would not, individually or in the aggregate, prohibit or otherwise interfere

with the ability of the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor

to conduct resales of Shares under the Registration Statement and the Prospectus contained therein in any material respect. Without limiting

the foregoing, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of its or their respective directors,

officers, agents, employees or any other Persons acting on their behalf shall, in connection with the operation of the Company’s

and its Subsidiaries’ respective businesses, (1) use any corporate funds for unlawful contributions, payments, gifts or entertainment

or to make any unlawful expenditures relating to political activity to government officials, candidates or members of political parties

or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures or gifts, or (3) violate or operate in

noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws, including, without

limitation, the FCPA, OFAC and Money Laundering Laws.

(ii)

The Investor shall comply with all Laws and Orders applicable to the performance by it of its obligations under this Agreement and its

investment in the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of

the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting the foregoing,

the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder,

the rules and regulations of FINRA, and all applicable state securities or “blue sky” Laws.

Section

6.5. Keeping of Records and Books of Account; Due Diligence.

(i)

The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit, the Purchase

Date and Market Open Purchase Share Amount for each Market Open Purchase, the Purchase Date and Intraday Purchase Share Amount for each

Intraday Purchase, the Purchase Date and Pre-Market Purchase Share Amount for each Pre-Market Purchase, and the Purchase Date and Post-Market

Purchase Share Amount for each Post-Market Purchase.

(ii)

Subject to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available for

inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested

by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after the Closing

Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s

obligation to accept each Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement.

Section

6.6. No Frustration; No Variable Rate Transactions.

(i)

No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the

Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation

of the Company to (i) pay or cause to be paid to the Investor the Commitment Fee, pursuant to, at such time(s) and in such manner as

set forth in Section 10.1(ii) of this Agreement, and (ii) deliver the Shares to the Investor in respect of each Purchase effected by

the Company pursuant to this Agreement, in each case not later than the applicable Purchase Share Delivery Date with respect to such

Purchase in accordance with Section 3.4. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s

right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).

(ii)

No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company

or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate

Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company

and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity

of showing economic loss and without any bond or other security being required.

Section

6.7. Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence

of the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to

prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section

6.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases

to Section 8.3).

Section

6.8. Fundamental Transaction. If a Purchase Notice has been delivered to the Investor and the transactions contemplated

therein have not yet been fully settled in accordance with Section 3.4 of this Agreement, the Company shall not effect any Fundamental

Transaction until the expiration of five (5) Trading Days following the date of full settlement thereof and the issuance to the Investor

of all of the Shares that are issuable to the Investor pursuant to the Purchase to which such Purchase Notice relates.

Section

6.9. Selling Restrictions.

(i)

Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day

next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”),

none of the Investor, any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted

Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly

or indirectly, for the principal account of the Investor or any such entity managed or controlled by the Investor, (i) engage in any

Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the

contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as

defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number

of Shares that the Investor is unconditionally obligated to purchase under any pending Purchase Notice for any Purchase, but has not

yet received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or its Broker-Dealer, as

applicable) delivers the Shares purchased pursuant to such pending Purchase Notice to the purchaser thereof promptly upon the Investor’s

receipt of such Shares from the Company in accordance with Section 3.4 of this Agreement and (Y) neither the Company or its transfer

agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received

by the Investor as DWAC Shares on the applicable Purchase Share Delivery Date for such pending Purchase in accordance with Section 3.4

of this Agreement.

(ii)

In addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above), the Investor

shall comply in all respects with all applicable Laws and Orders, including, without limitation, the requirements of the Securities Act

and the Exchange Act.

Section

6.10. Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable

efforts to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with

the Commission under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights

Agreement.

Section

6.11. Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption

for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the

Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “blue

sky” Laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date;

provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify

to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself

to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section

6.12. Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors,

officers, employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous

public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing

covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined

in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the

Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed to publicly disclose

such material, non-public information within 24 hours following demand therefor by the Investor or the Company shall have failed to demonstrate

to the Investor in writing within 24 hours that such information does not constitute material, non-public information, in addition to

any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure,

in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval

by the Company, any of its Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall not

have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or

agents, for any such disclosure.

Section

6.13. Broker-Dealer. The Investor shall use RCP, a registered broker-dealer, FINRA member, and an Affiliate of the

Investor (or another registered broker-dealer/FINRA member) to effectuate all sales, if any, of the Shares that it may purchase or otherwise

acquire from the Company pursuant to the Transaction Documents, as applicable (collectively, the “Broker-Dealer”).

The Investor shall, from time to time, provide the Company and the Company’s transfer agent with all information regarding the

Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer

(if any), which shall not exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant

eligible to receive DWAC Shares.

Section

6.14. FINRA Filing. The Company shall assist the Investor and RCP with RCP’s preparation and filing with FINRA’s

Corporate Financing Department via the Public Offering System of all documents and information required to be filed with FINRA pursuant

to FINRA Rule 5110 with regard to the transactions contemplated by this Agreement (the “FINRA Filing”). In

connection therewith, on or prior to the date the FINRA Filing is first made by RCP with FINRA, the Company shall pay to FINRA by wire

transfer of immediately available funds the applicable filing fee with respect to the FINRA Filing, and the Company shall be solely responsible

for payment of such fee. The parties hereby agree to provide each other and RCP all requisite information and otherwise to assist each

other and RCP in a timely fashion in order for RCP to complete the preparation and submission of the FINRA Filing in accordance with

this Section 6.14 and to assist RCP in promptly responding to any inquiries or requests from FINRA or its staff. Each party hereto shall

(a) promptly notify the other party and RCP of any communication to that party or its Affiliates from FINRA, including, without limitation,

any request from FINRA or its staff for amendments or supplements to or additional information in respect of the FINRA Filing and permit

the other party and RCP to review in advance any proposed written communication to FINRA and (b) furnish the other party and RCP with

copies of all written correspondence, filings and communications between them and their affiliates and their respective representatives

and advisors, on the one hand, and FINRA or members of its staff, on the other hand, with respect to this Agreement, the Registration

Rights Agreement or the transactions contemplated by the Transaction Documents. Each of the parties hereto agrees to use its commercially

reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other

party and RCP in doing, all things necessary, proper or advisable in order for RCP to obtain as promptly as practicable written confirmation

from FINRA to the effect that FINRA’s Corporate Financing Department has determined not to raise any objection with respect to

the fairness and reasonableness of the terms of the transactions contemplated by the Transaction Documents. Notwithstanding anything

to the contrary contained in this Agreement, the Commencement Date shall not occur, unless and until RCP shall have received written

confirmation from FINRA to the effect that FINRA’s Corporate Financing Department has determined not to raise any objection with

respect to the fairness and reasonableness of the terms of the transactions contemplated by this Agreement.

Section

6.15. QIU. If the Investor or any of its Affiliates, including RCP, reasonably determines that a Qualified Independent

Underwriter is required to participate in the transactions contemplated by the Transaction Documents in order for such transactions to

be in full compliance with the rules and regulations of FINRA, including, without limitation, FINRA Rule 5121, each of the parties hereto

shall have executed such documentation as may reasonably be required to engage a Qualified Independent Underwriter to participate in

the transactions contemplated by the Transaction Documents in accordance with the rules and regulations of FINRA, including, without

limitation, FINRA Rule 5121 (including an engagement agreement setting for the terms of such engagement of such Qualified Independent

Underwriter, including the amount of compensation to be paid to such Qualified Independent Underwriter).

Section

6.16. Disclosure Schedule.

(i)

The Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the conditions set forth in Section

7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of

a specific Purchase Condition Satisfaction Time). For purposes of this Section 6.16, any disclosure made in a schedule to the Compliance

Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no

update to the Disclosure Schedule pursuant to this Section 6.16 shall cure any breach of a representation or warranty of the Company

contained in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect

thereto.

(ii)

Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained

in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the

Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily

apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that

such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and

the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used

as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this

Agreement.

Section

6.17. Delivery of Compliance Certificates, Bring-Down Negative Assurance Letters and Bring-Down Comfort Letters Upon Occurrence of

Certain Events. Within three (3) Trading Days immediately following: (i) each date on which the Company files with the

Commission (A) an annual report on Form 10-K under the Exchange Act, (B) a Form 10-K/A containing amended (or restated) financial information

or a material amendment to a previously filed annual report on Form 10-K, (C) a quarterly report on Form 10-Q under the Exchange Act,

or (D) a current report on Form 8-K containing amended (or restated) financial information (other than information “furnished”

pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification

of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange

Act; and (ii) the effective date of (A) each post-effective amendment to the Initial Registration Statement, (B) each New Registration

Statement and (C) each post-effective amendment to each New Registration Statement, and in any case, not more than once per calendar

quarter (each, a “Representation Date”), the Company shall (I) deliver to the Investor a Compliance Certificate,

dated the date of delivery to the Investor, (II) cause to be furnished to the Investor an opinion and negative assurance letter “bring-down”

from outside counsel to the Company, dated the date of delivery to the Investor, substantially in the form mutually agreed to by the

Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to a New Registration Statement or a

post-effective amendment to the Initial Registration Statement or a New Registration Statement, and the Prospectus contained in a Registration

Statement or post-effective amendment as then amended or supplemented by any Prospectus Supplement thereto as of the date of such letter,

as applicable (each, a “Bring-Down Negative Assurance Letter”) and (III) other than with respect to a Representation

Date pursuant to clause (i)(C) above, cause to be furnished to the Investor a customary “comfort letter” provided by the

Accountant, or a successor independent registered public accounting firm for the Company (as applicable), dated the date of delivery

to the Investor, substantially in the form, scope and substance as the information contained in the Initial Comfort Letter (to the extent

such information is then applicable), stating, as of such date, the conclusions and findings of such firm with respect to the financial

information and other matters covered by the Initial Comfort Letter (to the extent such financial information or other matters are then

applicable), modified, as necessary, to address such new, amended or restated financial information contained in any of the Commission

Documents referred to in clause (i) above or to relate to a New Registration Statement or a post-effective amendment to the Initial Registration

Statement or a New Registration Statement, or the Prospectus contained in a Registration Statement or post-effective amendment as then

amended or supplemented by any Prospectus Supplement thereto as of the date of such letter, as applicable (each, a “Bring-Down

Comfort Letter”). The requirement to provide the documents identified in the previous sentence shall be tolled with respect

to any Representation Date, if (A) the Company has given written notice to the Investor (with a copy to its counsel) in accordance with

Section 10.4, not later than one (1) Trading Day prior to the applicable Representation Date, of the Company’s decision to suspend

delivery of Purchase Notices for future Purchases (each, a “Future Purchase Suspension”) (it being hereby acknowledged

and agreed that no Future Purchase Suspension shall limit, alter, modify, change or otherwise affect any of the Company’s or the

Investor’s rights or obligations under the Transaction Documents with respect to any pending Purchase that has not been fully settled

in accordance with the terms and conditions of this Agreement, and that the parties shall fully perform their respective obligations

with respect to any such pending Purchase under the Transaction Documents), and (B) such Representation Date does not occur during the

period beginning on the Trading Day immediately preceding the Purchase Date for a Purchase and ending on the third (3rd) Trading

Day following the date of full settlement thereof and the issuance to the Investor of all of the Shares that are issuable to the Investor

pursuant to such Purchase, which tolling shall continue until the earlier to occur of (1) the Trading Day immediately preceding the Purchase

Date for such Purchase, which for such calendar quarter shall be considered a Representation Date, and (2) the next occurring Representation

Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Purchase Notice following a Representation Date

when a Future Purchase Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and

(III) of the first sentence of this Section 6.17, then prior to the Company’s delivery to the Investor of such Purchase Notice

on a Purchase Date, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of the first

sentence of this Section 6.17, dated as of the applicable Purchase Date.

Article

VII

CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES

Section

7.1. Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth

in this Section 7.1 on the Closing Date.

(i)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained

in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of the

Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and

warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct as of such other date.

(ii)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained

in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and

correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date,

in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that

are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing Date,

except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall

be true and correct as of such other date.

(iii)

Payment of Structuring Fee, Initial Investor Legal Fee Expense Reimbursement and QIU Fee. On or prior to the Closing Date,

the Company shall have paid by wire transfer of immediately available funds: (a) to an account designated by the Qualified Independent

Underwriter engaged by the Company pursuant to Section 6.15 (as applicable) on or prior to the date hereof, all fees required to be paid

to the Qualified Independent Underwriter on or prior to the Closing Date pursuant to an engagement agreement between the Company and

the Qualified Independent Underwriter setting forth the terms of such engagement in connection with the transactions contemplated by

this Agreement and the Registration Rights Agreement; and (b) to an account designated by the Investor (or the Investor’s counsel,

as applicable) on or prior to the date hereof, the Structuring Fee and the Initial Investor Legal Fee Expense Reimbursement in accordance

with Section 10.1(i), all of which Structuring Fee shall be fully earned by the Investor and shall be non-refundable as of the Closing

Date, and all of which Initial Investor Legal Fee Expense Reimbursement shall be fully earned by the Investor and shall be non-refundable

as of the Closing Date, in each case, regardless of whether the Commencement occurs or whether any Purchases are made or settled hereunder

or any subsequent termination of this Agreement.

(iv)

Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement

executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery

of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside

counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of

this Agreement, (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c)

as applicable, counterpart signature pages of any engagement agreement between the Company and the Qualified Independent Underwriter

engaged by the Company pursuant to Section 6.15 executed by each of the parties thereto.

Section

7.2. Conditions Precedent to Commencement. The right of the Company to commence delivering Purchase Notices under this

Agreement, and the obligation of the Investor to accept Purchase Notices timely delivered to the Investor by the Company under this Agreement,

are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.

(i)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained

in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true

and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with

the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that

are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall

be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations

and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other

date.

(ii)

Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with all

covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied

with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance

certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

(iii)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the

Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration

Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be permitted to

utilize the Prospectus therein to resell all of the Shares included in such Prospectus.

(iv)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by

the Commission or any other Governmental Entity for any additional information relating to the Initial Registration Statement, the Prospectus

contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement,

the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Entity

of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of the Prospectus

contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the

Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (c)

the objection of FINRA to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event

or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement,

the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes

to the statements then made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto

in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then

made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not

misleading, or which requires an amendment to the Initial Registration Statement or a supplement to the Prospectus contained therein

or any Prospectus Supplement thereto to comply with the Securities Act, any applicable state securities or “blue sky” Laws

or any other Law. The Company shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the

suspension of the effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus contained

therein or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

(v)

Other Commission Filings. The Current Report and the Form D shall have been filed with the Commission as required pursuant

to Section 2.3. The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior to

Commencement in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements,

information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements

of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior

to Commencement shall have been filed with the Commission.

(vi)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended

by the Commission, the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which

suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice

that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such

date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of,

or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to

the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction

on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock

is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing

that DTC has determined not to impose any such suspension or restriction).

(vii)

Compliance with Laws. The Company shall have complied with all applicable Laws in connection with the execution, delivery

and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions

contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications required

by any applicable state securities or “blue sky” Laws for the offer and sale of the Shares by the Company to the Investor

and the subsequent resale of the Registrable Securities by the Investor (or shall have the availability of exemptions therefrom).

(viii)

No Injunction. No Law or Order shall have been enacted, entered, promulgated, threatened or endorsed by any court or Governmental

Entity of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions

contemplated by the Transaction Documents.

(ix)

No Proceedings or Litigation. No Proceeding before any arbitrator or any court or Governmental Entity shall have been commenced,

and no inquiry or investigation by any Governmental Entity shall have been commenced, against the Company or any Subsidiary, or any of

the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated

by the Transaction Documents, or seeking material damages in connection with such transactions.

(x)

Listing of Shares. All of the Shares that have been and may be issued pursuant to this Agreement shall have been approved

for listing or quotation on the Trading Market (or on an Eligible Market) as of the Commencement Date, subject only to notice of issuance.

(xi)

No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall

have occurred and be continuing.

(xii)

No Bankruptcy Proceedings. No Person shall have commenced a Proceeding against the Company pursuant to or within the meaning

of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary

case, (b) consented to the entry of an Order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian

of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A

court of competent jurisdiction shall not have entered an Order or decree under any Bankruptcy Law that (I) is for relief against the

Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders

the liquidation of the Company.

(xiii)

Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable

Transfer Agent Instructions shall have been executed by the Company and delivered to acknowledged in writing by the Company’s transfer

agent, and the Notice of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s

outside counsel and delivered to the Company’s transfer agent, in each case directing such transfer agent to issue to the Investor

or its designated Broker-Dealer all of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this

Agreement and the Registration Rights Agreement.

(xiv)

Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued

Common Stock, 38,461,538 shares of Common Stock solely for the purpose of issuing Shares pursuant to Purchases that may be effected by

the Company, in its sole discretion, from and after the Commencement Date under this Agreement.

(xv)

Opinions and Negative Assurances of Company Counsel. On the Commencement Date, the Investor shall have received the opinions

and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company

and the Investor prior to the date of this Agreement.

(xvi)

Initial Comfort Letter of Company Auditor. On the Commencement Date, the Investor shall have received from the Accountant,

or a successor independent registered public accounting firm for the Company (as applicable), a letter dated the Commencement Date and

addressed to the Investor, in substantially the form, scope and substance mutually agreed to by the Company and the Investor at least

one (1) Trading Day prior to the date on which the Initial Registration Statement is first filed with the Commission, (i) confirming

that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the Public Company

Accounting Oversight Board, and (ii) stating the conclusions and findings of such firm with respect to the audited and unaudited financial

statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus

(as supplemented by any Prospectus Supplement filed with the Commission on or prior to the Commencement Date), and certain other matters

customarily covered by auditor “comfort letters,” except that the specific date referred to therein for the carrying out

of procedures shall be no more than three (3) Trading Days prior to the Commencement Date (the “Initial Comfort Letter”).

(xvii)

FINRA No Objections. Prior to the Commencement Date, FINRA’s Corporate Financing Department shall have confirmed

in writing that it has determined not to raise any objection with respect to the fairness and reasonableness of the terms and arrangements

of the transactions contemplated by the Transaction Documents.

Section

7.3. Conditions Precedent to Purchases after Commencement Date. The right of the Company to deliver Purchase Notices

under this Agreement after the Commencement Date, and the obligation of the Investor to accept Purchase Notices timely delivered to the

Investor by the Company under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions set

forth in this Section 7.3, (i) with respect to a Market Open Purchase Notice for a Market Open Purchase that is timely delivered by the

Company to the Investor in accordance with this Agreement, as of the Market Open Purchase Commencement Time of the applicable Market

Open Purchase Period for such Market Open Purchase to be effected pursuant to such Market Open Purchase Notice, (ii) with respect to

an Intraday Purchase Notice for an Intraday Purchase that is timely delivered by the Company to the Investor in accordance with this

Agreement, as of the Intraday Purchase Commencement Time of the applicable Intraday Purchase Period for such Intraday Purchase to be

effected pursuant to such Intraday Purchase Notice, (iii) with respect to a Pre-Market Purchase Notice for a Pre-Market Purchase that

is timely delivered by the Company to the Investor in accordance with this Agreement, as of the Pre-Market Purchase Commencement Time

of the applicable Pre-Market Purchase Period for such Pre-Market Purchase to be effected pursuant to such Pre-Market Purchase Notice,

and (iv) with respect to a Post-Market Purchase Notice for a Post-Market Purchase that is timely delivered by the Company to the Investor

in accordance with this Agreement, as of the Post-Market Purchase Commencement Time of the applicable Post-Market Purchase Period for

such Post-Market Purchase to be effected pursuant to such Post-Market Purchase Notice (each such Market Open Purchase Commencement Time,

Intraday Purchase Commencement Time, Pre-Market Purchase Commencement Time and Post-Market Purchase Commencement Time, at which time

all such conditions must be satisfied, a “Purchase Condition Satisfaction Time”).

(i)

Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through

(xii) set forth in Section 7.2 shall be satisfied at the applicable Purchase Condition Satisfaction Time after the Commencement Date

(with the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii)

of Section 7.2 replaced with “applicable Purchase Condition Satisfaction Time”); provided, however, that the

Company shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.17 and

Section 7.3(x).

(ii)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the

Registrable Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights

Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date

and prior to the applicable Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared effective

under the Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the Investor shall

be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell all of the Shares included in the Initial

Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to

all Purchase Notices delivered by the Company to the Investor prior to such applicable Purchase Date and (c) all of the Shares included

in the Initial Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable Purchase

Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable Purchase Date.

(iii)

Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of

the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission

pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such Purchase,

in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable

Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to

resell all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued

and sold to the Investor hereunder pursuant to all Purchase Notices delivered by the Company to the Investor prior to such applicable

Purchase Date and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are

issuable pursuant to the applicable Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected

hereunder on such applicable Purchase Date.

(iv)

Delivery of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective

amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration

Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused

to be delivered to the Company’s transfer agent (a) irrevocable instructions in the form substantially similar to the Commencement

Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in writing by its transfer agent and (b) the Notice

of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable

Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this

Agreement and the Registration Rights Agreement.

(v)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by

the Commission or any other Governmental Entity for any additional information relating to the Initial Registration Statement or any

post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement

or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Entity of

any stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration

Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering

or sale in any jurisdiction, or the initiation or contemplated initiation of any Proceeding for such purpose; (c) the objection of FINRA

to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any

condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement or any post-effective

amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the

foregoing or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then

made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective

amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material

fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case

of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which requires

an amendment to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective

amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities

Act, any applicable state securities or “blue sky” Laws or any other Law (other than the transactions contemplated by the

applicable Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable

Purchase Date and the settlement thereof). The Company shall have no Knowledge of any event that could reasonably be expected to have

the effect of causing the suspension of the effectiveness of the Initial Registration Statement or any post-effective amendment thereto,

any New Registration Statement or any post-effective amendment thereto, or the prohibition or suspension of the use of the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by

the Investor.

(vi)

Other Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration Statement,

and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration

Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such Purchase, shall have been filed with

the Commission in accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration

Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with

the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable

Purchase Date for such Purchase, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights

Agreement. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the

Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been

filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable Purchase Date for

such Purchase, shall have been filed with the Commission and, if any Registrable Securities are covered by a Registration Statement on

Form S-3, such filings shall have been made within the applicable time period prescribed for such filing under the Exchange Act.

(vii)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended

by the Commission, the Trading Market (or Eligible Market, as applicable) or FINRA (except for any suspension of trading of limited duration

agreed to by the Company, which suspension shall be terminated prior to the applicable Purchase Date for such Purchase), the Company

shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market (or

Eligible Market, as applicable) shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed

or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional

deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the

Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits

of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated

(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose

any such suspension or restriction).

(viii)

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable Purchase Notice shall not

(a) exceed, in the case of a Market Open Purchase Notice, the Market Open Purchase Maximum Amount applicable to such Market Open Purchase

Notice, in the case of an Intraday Purchase Notice, the Intraday Purchase Maximum Amount applicable to such Intraday Purchase Notice,

in the case of a Pre-Market Purchase Notice, the Pre-Market Purchase Maximum Amount applicable to such Pre-Market Purchase Notice, and

in the case of a Post-Market Purchase Notice, the Post-Market Purchase Maximum Amount applicable to such Post-Market Purchase Notice,

(b) cause the aggregate number of shares of Common Stock issued pursuant to this Agreement to exceed the Aggregate Limit, (c) cause the

Investor to beneficially own (under Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) shares of Common Stock in

excess of the Beneficial Ownership Limitation, or (d) if and to the extent the Exchange Cap is then applicable under Section 3.5, cause

the aggregate number of shares of Common Stock issued pursuant to this Agreement to exceed the Exchange Cap, unless in the case of this

clause (d), the Company’s stockholders have theretofore approved the issuance of such shares of Common Stock in excess of the Exchange

Cap in accordance with the applicable rules of the Trading Market.

(ix)

Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable Purchase Notice shall have been

duly authorized by all necessary corporate action of the Company. All Shares relating to all prior Purchase Notices required to have

been received by the Investor as DWAC Shares under this Agreement prior to the applicable Purchase Condition Satisfaction Time for the

applicable Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(x)

Bring-Down Negative Assurance Letters; Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have

received (a) all Bring-Down Negative Assurance Letters from outside counsel to the Company, which the Company was obligated to instruct

its outside counsel to deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase,

(b) all Bring-Down Comfort Letters from the Accountant, or a successor independent registered public accounting firm for the Company

(as applicable), which the Company was obligated to instruct such firm to deliver to the Investor prior to the applicable Purchase Condition

Satisfaction Time for the applicable Purchase, and (c) all Compliance Certificates from the Company that the Company was obligated to

deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, in each case in accordance

with Section 6.17.

(xi)

Payment of Commitment Fee and Additional Investor Legal Fee Expense Reimbursement. The Company shall have paid, by wire

transfer of immediately available funds to an account designated by the Investor, or the Investor shall have withheld from amounts otherwise

payable to the Company pursuant to and in accordance with Section 10.1(ii), as applicable, (a) all or any portion of the Commitment Fee

that the Company was obligated to pay to the Investor through the Investor’s withholding of amounts otherwise payable to the Company

pursuant to and in accordance with Section 10.1(ii) prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase,

which Commitment Fee (or portion thereof, as applicable) shall be fully earned by the Investor and shall be non-refundable when withheld

by the Investor in accordance with Section 10.1(ii), regardless of whether any subsequent Purchases are made or settled hereunder or

any subsequent termination of this Agreement, and (b) all Additional Investor Legal Fee Expense Reimbursement payments that the Company

was obligated to pay to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase in accordance

with Section 10.1(i), each of which Additional Investor Legal Fee Expense Reimbursement payments shall be fully earned and non-refundable

as of the date such payments are made by the Company to the Investor (or the Investor’s counsel), regardless of whether any additional

Purchases are made or settled hereunder or any subsequent termination of this Agreement.

Article

VIII

TERMINATION

Section

8.1. Automatic Termination. Unless earlier terminated as provided hereunder,

this Agreement shall terminate automatically on the earliest to occur of (i) the first day of the month next following the 36-month anniversary

of the Commencement Date, (ii) the date on which the Investor shall have purchased from the Company, pursuant to all Purchases that have

occurred and fully settled pursuant to this Agreement, an aggregate number of Shares for a total aggregate gross purchase price to the

Company equal to the Total Commitment, (iii) the date on which the Common Stock shall have failed to be listed or quoted on the Trading

Market or any Eligible Market for a period of one (1) Trading Day, (iv) the thirtieth (30th) Trading Day next following the

date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences

a Proceeding against the Company, in each case that is not discharged or dismissed prior to such thirtieth (30th) Trading

Day, and (v) the date on which, pursuant to or within the meaning of any Bankruptcy Law, a Custodian is appointed for the Company or

for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.

Section

8.2. Other Termination. Subject to Section 8.3, the Company may terminate

this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance

with Section 10.4; provided, however, that (i) the Company shall have (A) paid or caused to be paid all of the Commitment

Fee (or earned portion thereof) required to be paid to the Investor through the Investor’s withholding of amounts otherwise payable

to the Company pursuant to and in accordance with Section 10.1(ii) and (B) paid all Additional Investor Legal Fee Expense Reimbursement

payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to

such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination,

the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject

to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of

such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right

to terminate this Agreement effective upon ten (10) Trading Days’ prior written notice to the Company in accordance with Section

10.4, if: (a) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing;

(b) a Fundamental Transaction shall have occurred; (c) the Initial Registration Statement and any New Registration Statement is not filed

by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined

in the Registration Rights Agreement) therefor, or the Company is otherwise in breach or default in any material respect under any of

the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure,

breach or default is not cured within ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company

pursuant to Section 10.4; (d) while a Registration Statement, or any post-effective amendment thereto, is required to be maintained effective

pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of such

Registration Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of

a stop order by the Commission) or such Registration Statement or any post-effective amendment thereto, the Prospectus contained therein

or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities

included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a

period of twenty (20) consecutive Trading Days or for more than an aggregate of sixty (60) Trading Days in any 365-day period, other

than due to acts of the Investor; (e) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on any

Eligible Market, trading in the Common Stock on any such Eligible Market) shall have been suspended and such suspension continues for

a period of five (5) consecutive Trading Days; or (f) the Company is in material breach or default of this Agreement, and, if such breach

or default is capable of being cured, such breach or default is not cured within ten (10) Trading Days after notice of such breach or

default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in

which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event

later than twenty-four (24) hours) notify the Investor (and, if required under applicable Law, including, without limitation, Regulation

FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable),

the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the

Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Section

8.3. Effect of Termination. In

the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof

shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be

terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement

shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants

of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force

and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements

of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period

of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement

by any party shall (i) become effective prior to the fifth (5th) Trading Day immediately following the settlement date related

to any pending Purchase that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby

acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s

or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Purchase, and that the parties

shall fully perform their respective obligations with respect to any such pending Purchase under the Transaction Documents), (ii) limit,

alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights

Agreement, all of which shall survive any such termination, (iii) affect any Commitment Fee (or portion thereof) paid or payable to the

Investor pursuant to Section 10.1(ii), which Commitment Fee (or portion thereof) shall be fully earned by the Investor and shall be non-refundable

when withheld by the Investor in accordance with Section 10.1(ii), regardless of whether any subsequent Purchases are made or settled

hereunder or any subsequent termination of this Agreement, (iv) affect (A) the Structuring Fee paid to the Investor, all of which Structuring

Fee shall be fully earned by the Investor and shall be non-refundable as of the Closing Date pursuant to Section 10.1(i), or (B) the

Initial Investor Legal Fee Expense Reimbursement paid to the Investor (or the Investor’s counsel, as applicable), all of which

Initial Investor Legal Fee Expense Reimbursement shall be fully earned by the Investor and shall be non-refundable as of the Closing

Date pursuant to Section 10.1(i), in each case of this clause (iv) regardless of whether the Commencement shall have occurred, whether

any Purchases are made or settled hereunder or any subsequent termination of this Agreement, and (v) affect any Additional Investor Legal

Fee Expense Reimbursement payments payable or paid to the Investor (or the Investor’s counsel, as applicable), all of which Additional

Investor Legal Fee Expense Reimbursement payments shall be fully earned by the Investor and shall be non-refundable when paid by the

Company to the Investor (or the Investor’s counsel, as applicable), pursuant to Section 10.1(i), regardless of whether any additional

Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed

to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction

Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other

party of its obligations under the Transaction Documents to which it is a party.

Article

INDEMNIFICATION

Section

9.1. Indemnification of Investor. In consideration of the Investor’s

execution and delivery of this Agreement and acquiring the Shares hereunder and in addition to all of the Company’s other obligations

under the Transaction Documents to which it is a party, subject to the provisions of this Section 9.1, the Company shall indemnify and

hold harmless the Investor, its Broker-Dealer, each of their respective directors, officers, shareholders, members, partners, employees,

representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

the lack of such title or any other title), each Person, if any, who controls the Investor or its Broker-Dealer (within the meaning of

Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective directors, officers, stockholders, members,

partners, employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding

such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor

Party”), from and against all losses, liabilities, obligations, claims,

contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable and documented

attorneys’ fees and costs of defense and investigation) (collectively, “Damages”)

that any Investor 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, the Registration Rights Agreement or in the other Transaction Documents to which

it is a party or (b) any Proceeding (including for these purposes a derivative action brought on behalf of the Company) instituted against

such Investor Party arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents,

other than claims for indemnification within the scope of Section 6 of the Registration Rights Agreement; provided, however,

that (x) the foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly

and primarily from a breach of any of the Investor’s representations, warranties, covenants or agreements contained in this Agreement

or the Registration Rights Agreement, and (y) the Company shall not be liable under subsection (b) of this Section 9.1 to the extent,

but only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals

are available) that such Damages resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken

by such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless misconduct.

The

Company shall reimburse any Investor Party promptly upon demand (with accompanying presentation of sufficiently detailed documentary

evidence) for all reasonable and documented legal and other costs and expenses reasonably incurred by such Investor Party in connection

with (i) any Proceeding, whether at law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents

or (ii) any other any Proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section

9.1; provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent

a court of competent jurisdiction determines that any Investor Party was not entitled to such reimbursement.

Investor Party’s right to indemnification or other remedies based upon the representations, warranties, covenants and agreements

of the Company set forth in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor

Party. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an

Investor Party knew or should have known that any representation or warranty might be inaccurate or that the Company failed to comply

with any agreement or covenant. Any investigation by such Investor Party shall be for its own protection only and shall not affect or

impair any right or remedy hereunder.

the extent that the foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company

shall make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law.

Section

9.2. Indemnification Procedures. Promptly after an Investor Party receives

notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification under Section 9.1, the

Investor Party will notify the Company in writing of the claim or commencement of the Proceeding; provided, however, that

failure to notify the Company will not relieve the Company from liability under Section 9.1, except to the extent it has been materially

prejudiced by the failure to give notice. The Company will be entitled to participate in the defense of any Proceeding as to which indemnification

is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the Proceeding

is brought, the Company may (but will not be required to) assume the defense against the Proceeding with counsel satisfactory to it.

After the Company notifies the Investor Party that the Company wishes to assume the defense of a Proceeding, the Company will not be

liable for any further legal or other expenses incurred by the Investor Party in connection with the defense against the Proceeding except

that if, in the opinion of counsel to the Investor Party, it would be inappropriate under the applicable rules of professional responsibility

for the same counsel to represent both the Company and such Investor Party. In such event, the Company will pay the reasonable and documented

fees and expenses of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred.

Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects

with the Company in the defense of any action or claim as to which indemnification is sought. The Company will not be liable for any

settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

The Company will not, without the prior written consent of the Investor Party, which consent shall not be unreasonably withheld, delayed

or conditioned, effect any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that

it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release

of the Investor Party from all liability and claims which are the subject matter of the pending or threatened action.

The

remedies provided for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any Investor Party at law or in equity.

Article

MISCELLANEOUS

Section

10.1. Certain Fees and Expenses; Commitment Fee; Commencement Irrevocable Transfer Agent Instructions.

(i)

Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by

this Agreement; provided, however, that the Company, (1) on or prior to the Closing Date, shall have paid to the Investor

(or to the Investor’s legal counsel, as applicable), by wire transfer of immediately available funds to an account designated by

the Investor (or the Investor’s legal counsel, as applicable) on or prior to the Closing Date, (a) a one-time “structuring

fee” of $25,000 (the “Structuring Fee”) and (b) $75,000 ($25,000 of which has been paid to the Investor’s

legal counsel prior to the date hereof) as reimbursement for the reasonable and documented fees and disbursements of the Investor’s

legal counsel incurred by the Investor prior to the Closing (the “Initial Investor Legal Fee Expense Reimbursement”),

and (2) within ten (10) Business Days after each Representation Date (provided a Future Purchase Suspension is not then in effect), shall

have paid to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an additional amount

capped at $7,500 per fiscal quarter as reimbursement for the reasonable fees and disbursements of the Investor’s legal counsel

incurred by the Investor in connection with the Investor’s ongoing due diligence and review of deliverables subject to Section

6.17 (the “Additional Investor Legal Fee Expense Reimbursement”), in each case in connection with the transactions

contemplated by this Agreement and the Registration Rights Agreement. For the avoidance of doubt, (1) the Structuring Fee shall be fully

earned by the Investor and shall be non-refundable as of the Closing Date, regardless of whether the Commencement shall have occurred,

any Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, (2) the Initial Investor

Legal Fee Expense Reimbursement shall be fully earned by the Investor and shall be non-refundable as of the Closing Date, regardless

of whether the Commencement shall have occurred, any Purchases are effected by the Company or settled hereunder or any subsequent termination

of this Agreement and (3) each Additional Investor Legal Fee Expense Reimbursement payment shall be fully earned by the Investor and

shall be non-refundable following Commencement when paid in accordance with this Section 10.1(i), regardless of whether any additional

Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all

U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Shares

pursuant hereto. The parties acknowledge that the Structuring Fee, the Initial Investor Legal Fee Expense Reimbursement and the Additional

Investor Legal Fee Expense Reimbursement payable in connection with the Investor’s ongoing due diligence and review of deliverables

(subject to Section 6.17), collectively, are a reasonable estimate of, and are not disproportionate to, the probable costs of preparing

the Transaction Documents and are less than or equal to the probable transaction costs of organizing a debt facility or capital raising

in the amount of the Total Commitment.

(ii)

Commitment Fee. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay

or shall cause to be paid to the Investor the Commitment Fee in accordance with this Section 10.1(ii). The Company and the Investor acknowledge

and agree that the Investor shall withhold an amount in cash equal to ten percent (10%) from the Purchase Price payable by the Investor

to the Company for the Market Open Purchase Share Amount, Intraday Purchase Share Amount, Pre-Market Purchase Share Amount and/or Post-Market

Purchase Share Amount, as applicable, in connection with each Market Open Purchase, Intraday Purchase, Pre-Market Purchase and/or Post-Market

Purchase, respectively, effected by the Company pursuant to this Agreement, until the Investor shall have received from such cash withholding(s)

a total aggregate amount in cash equal to $800,000, representing the entire Commitment Fee payable to the Investor pursuant to this Agreement,

and upon the Investor’s receipt of a total aggregate amount in cash of $800,000 from such withholdings, the Investor shall not

withhold any additional cash amounts from the purchase prices payable by the Investor to the Company in connection with any Purchase

effected pursuant to this Agreement. For the avoidance of doubt, all portions of the Commitment Fee, when withheld by the Investor in

accordance with this Section 10.1(ii), shall be fully earned by the Investor and non-refundable as of the date of such withholding by

the Investor, regardless of whether any subsequent Purchases are made or settled hereunder or any subsequent termination of this Agreement.

(iii)

No Legends. All Shares to be issued in respect of each Purchase Notice delivered to the Investor pursuant to this Agreement

shall be issued to the Investor in accordance with Section 3.4 by crediting the Investor’s or its designees’ account at DTC

as DWAC Shares, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.

(iv)

Irrevocable Transfer Agent Instructions; Notice of Effectiveness. On the Effective Date of the Initial Registration Statement

and prior to Commencement, the Company shall deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver or

cause to be delivered to any subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and acknowledged

in writing by the Company’s transfer agent (the “Commencement Irrevocable Transfer Agent Instructions”)

and (ii) the notice of effectiveness in the form attached as an exhibit to the Registration Rights Agreement (the “Notice

of Effectiveness”) relating to the Initial Registration Statement executed by the Company’s outside counsel, in each

case directing the Company’s transfer agent to issue to the Investor or its designee all of the Shares included in the Initial

Registration Statement as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective

amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration

Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered

to its transfer agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable

instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and

acknowledged in writing by the Company’s transfer agent and (ii) the Notice of Effectiveness, in each case modified as necessary

to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable

Securities included therein as DWAC Shares, in each case in accordance with the terms of this Agreement and the Registration Rights Agreement.

For the avoidance of doubt, all Shares to be issued and delivered from and after Commencement to or for the benefit of the Investor pursuant

to this Agreement shall be issued and delivered to the Investor or its designee only as DWAC Shares. The Company represents and warrants

to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(iv) will be

given by the Company to its transfer agent, or any successor transfer agent of the Company, with respect to the Shares from and after

Commencement, and the Shares covered by the Initial Registration Statement or any post-effective amendment thereof, or any New Registration

Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable on the books and records of the

Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company agrees that if the Company fails

to fully comply with the provisions of this Section 10.1(iv) within three (3) Trading Days after the date on which the Investor has provided

the deliverables referred to above that the Investor is required to provide to the Company or its transfer agent, the Company shall,

at the Investor’s written instruction, purchase from the Investor all Shares acquired by the Investor pursuant to this Agreement

that contain any restrictive legend, or that have any stop transfer orders maintained that prohibit or impede the transfer thereof in

any respect, at the greater of (i) the Purchase Price paid by the Investor for such Shares in the applicable Purchase effected by the

Company under this Agreement and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Section

10.2. Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)

The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this

Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either

party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other

party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond

or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

(ii)

Each of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of

the United States sitting in The City of New York, Borough of Manhattan, State of New York for the purposes of any Proceeding arising

out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such Proceeding, any claim that it is not

personally subject to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum or that the venue of the

Proceeding is improper. Each of the Company and the Investor consents to process being served in any such Proceeding by mailing a copy

thereof 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 in this Section 10.2 shall affect or limit any right to serve process in

any other manner permitted by Law.

(iii)

EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK

TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Section

10.3. Entire Agreement. The Transaction Documents set forth the entire agreement

and understanding of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations

and understandings between the parties, both oral and written, with respect to such matters. There are no promises, undertakings, representations

or warranties by either party relative to the subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure

Schedule and all exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth

in full herein.

Section

10.4. Notices. Any notice, demand, request, waiver or other communication

required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or electronic mail delivery

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The address for such communications shall

be:

to the Company:

Flux

Power Holdings, Inc.

2685

S. Melrose Drive

Vista,

CA 92081

Telephone

Number: (877) 505-3589

Email:

Kroyal@fluxpower.com

Attention:

Kevin Royal

Chief

Financial Officer

With

a copy (which shall not constitute notice) to:

Gunderson

Dettmer Stough Villeneuve Franklin & Hachigian, LLP

3570

Carmel Mountain Road, Suite 200

San

Diego, CA 92130

Telephone

Number: (858) 436-8000

Email:

ryangunderson@gunder.com

Attention:

Ryan J. Gunderson, Esq.

to the Investor:

Roth

Principal Investments, LLC

2340

Collins Avenue, Suite 402

Miami

Beach, Florida 33139

Telephone

Number: (612) 791-5927

Email:

jtonnos@roth.com

Attention:

Joe Tonnos

Co-President

With

a copy (which shall not constitute notice) to:

Reed

Smith LLP

599

Lexington Avenue

New

York, NY 10022

Telephone

Number: (212) 521-5400

Email:

amarsico@reedsmith.com

Attention:

Anthony J. Marsico, Esq.

Either

party hereto may from time to time change its address for notices by giving at least five (5) days’ advance written notice of such

changed address to the other party hereto.

Section

10.5. Waivers. No provision of this Agreement may be waived by the parties

from and after the date that is one (1) Trading Day immediately preceding the date on which the Initial Registration Statement is initially

filed with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be waived other than in

a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any

power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right

or privilege preclude other or further exercises thereof or of any other right, power or privilege.

Section

10.6. Amendments. No provision of this Agreement may be amended by the parties

from and after the date that is one (1) Trading Day immediately preceding the date on which the Initial Registration Statement is initially

filed with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be amended other than by

a written instrument signed by both parties hereto.

Section

10.7. Headings. The article, section and subsection headings in this Agreement

are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or

affect any of the provisions hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the

masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

Section

10.8. Construction. The parties agree that each of them and their respective

counsel has 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. In addition, each and every reference to share prices (other than the Threshold Price) and number of shares of Common Stock

in any Transaction Document shall, in all cases, be subject to adjustment for any stock splits, stock combinations, stock dividends,

recapitalizations, reorganizations and other similar transactions that occur on or after the date of this Agreement. Any reference in

this Agreement to “Dollars” or “$” shall mean the lawful currency of the United States of America. Any references

to “Section” or “Article” in this Agreement shall, unless otherwise expressly stated herein, refer to the applicable

Section or Article of this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include

the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

Section

10.9. Binding Effect. This Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective successors. Neither the Company nor the Investor may assign this Agreement or

any of their respective rights or obligations hereunder to any Person.

Section

10.10. No Third Party Beneficiaries. Except as expressly provided in Article

IX, this Agreement is intended only for the benefit of the parties hereto and their respective successors, and is not for the benefit

of, nor may any provision hereof be enforced by, any other Person.

Section

10.11. Governing Law. This Agreement shall be governed by and construed

in accordance with the internal procedural and substantive Laws of the State of New York, without giving effect to any Laws of such state

that would cause the application of the Laws of any other jurisdiction.

Section

10.12. Survival. The representations, warranties, covenants and agreements

of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of

this Agreement; provided, however, that (i) the provisions of Article V (Representations, Warranties and Covenants of the

Company), Article VIII (Termination), Article IX (Indemnification) and this Article X (Miscellaneous) shall remain in full force and

effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements

of the Company and the Investor contained in Article VI (Additional Covenants), shall remain in full force and effect notwithstanding

such termination for a period of six (6) months following such termination.

Section

10.13. Counterparts. This Agreement may be executed in two or more identical

counterparts, all of which 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; provided that a facsimile signature or signature delivered by e-mail in a “.pdf”

format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com,

etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature

were an original signature.

Section

10.14. Publicity. The Company shall afford the Investor and its counsel

with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of,

and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any

other public disclosure made by or on behalf of the Company relating to the Investor, its Purchases hereunder or any aspect of the Transaction

Documents or the transactions contemplated thereby, including any press release disclosing the execution of this Agreement and the Registration

Rights Agreement by the Company, prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company

shall not be required to submit for review any such disclosure (i) contained in periodic reports filed with the Commission under the

Exchange Act if it shall have previously provided substantially the same disclosure to the Investor or its counsel for review in connection

with a previous filing or (ii) any Prospectus Supplement if it contains disclosure that does not reference the Investor, its Purchases

hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby.

Section

10.15. Severability. The provisions of this Agreement are severable and,

in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions

contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality

or unenforceability shall not affect any other provision or part of a provision of this Agreement, and this Agreement shall be reformed

and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so

that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section

10.16. Further Assurances. From and after the Closing Date, upon the request

of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings

as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the

date first above written.

THE COMPANY:

FLUX POWER HOLDINGS, INC.

By:

/s/

Kevin Royal

Name:

Kevin

Royal

Title:

Chief

Financial Officer

THE INVESTOR:

ROTH PRINCIPAL INVESTMENTS, LLC

By:

/s/

Joe Tonnos

Name:

Joe

Tonnos

Title:

Co-President

ANNEX

I TO THE

COMMON

STOCK PURCHASE AGREEMENT

DEFINITIONS

“2025

Form 10-K” shall have the meaning assigned to such term in the definition of Commission Documents.

“Accountant”

shall have the meaning assigned to such term in Section 5.6(d).

“Additional

Investor Legal Fee Expense Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).

“Affiliate”

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

with a Person, as such terms are used in and construed under Rule 144.

“Aggregate

Limit” shall have the meaning assigned to such term in Section 2.1.

“Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Allowable

Grace Period” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Average

Price” means a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i)

the aggregate gross Purchase Price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number

of Shares issued pursuant to this Agreement.

“Bankruptcy

Law” means Title 11, U.S. Code, or any similar U.S. federal or state bankruptcy Law or any Law for the relief of debtors.

“Base

Price” means a price per Share equal to the sum of (i) the Minimum Price and (ii) $0.1873 (subject to adjustment for any

reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or

after the date of this Agreement).

“Beneficial

Ownership Limitation” shall have the meaning assigned to such term in Section 3.6.

“Bloomberg”

means Bloomberg, L.P.

“Bring-Down

Comfort Letter” shall have the meaning assigned to such term in Section 6.17.

“Bring-Down

Negative Assurance Letter” shall have the meaning assigned to such term in Section 6.17.

“Broker-Dealer”

shall have the meaning assigned to such term in Section 6.13.

“Bylaws”

shall have the meaning assigned to such term in Section 5.3.

“Charter”

shall have the meaning assigned to such term in Section 5.3.

“Closing”

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

“Closing

Date” means the date of this Agreement.

“Closing

Sale Price” means, for the Common Stock as of any date, the last closing trade price for the Common Stock on the Trading

Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or, if the

Trading Market (or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate the closing

trade price for the Common Stock, then the last trade price for the Common Stock prior to 4:00 p.m., New York City time, as reported

by Bloomberg. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

“Code”

shall have the meaning assigned to such term in Section 5.38.

“Commencement”

shall have the meaning assigned to such term in Section 3.1.

“Commencement

Date” shall have the meaning assigned to such term in Section 3.1.

“Commencement

Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iv).

“Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

“Commission

Documents” shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed

with or furnished to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material

filed with or furnished to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since June 30, 2025 and

prior to the date of this Agreement, including, without limitation, the Company’s Annual Report on Form 10-K for its fiscal year

ended June 30, 2025 filed by the Company with the Commission on September 17, 2025, as amended by Amendment No. 1 on Form 10-K/A filed

by the Company with the Commission on December 10, 2025 (as amended, the “2025 Form 10-K”), and which hereafter

shall be filed with or furnished to the Commission by the Company, including, without limitation, the Current Report, (2) each Registration

Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and

(3) all information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by

reference therein.

“Commitment

Fee” means an amount in cash up to $800,000, which the Company shall pay or cause to be paid to the Investor, pursuant

to, at such time(s) and in such manner as set forth in Section 10.1(ii) of this Agreement. For the avoidance of doubt, (i) the Commitment

Fee shall not exceed $800,000, and no portion of the Commitment Fee shall be earned until shares of Common Stock have been sold under

this Agreement; (ii) the Company shall not be required to make a “true-up” (or similar) payment to Investor pursuant to this

Agreement if less than $800,000 has been earned prior to the termination or expiration of this Agreement; and (iii) all portions of the

Commitment Fee, when withheld by the Investor in accordance with Section 10.1(ii) of the Agreement, shall be fully earned by the Investor

and non-refundable as of the date of such withholding by the Investor, regardless of whether any subsequent Purchases are made or settled

under this Agreement or any subsequent termination of this Agreement.

“Common

Stock” shall have the meaning assigned to such term in the recitals of this Agreement.

“Common

Stock Equivalents” means any securities of the Company which entitle the holder thereof to acquire at any time Common Stock,

including, without limitation, any debt, preferred stock, rights, options, warrants 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”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Compliance

Certificate” shall have the meaning assigned to such term in Section 7.2(ii).

“Contracts”

means any legally binding contracts, agreements, subcontracts, leases, and purchase orders.

“Cover

Price” shall have the meaning assigned to such term in Section 3.4.

“Current

Report” shall have the meaning assigned to such term in Section 2.3.

“Custodian”

shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Damages”

shall have the meaning assigned to such term in Section 9.1.

“Disclosure

Schedule” shall have the meaning assigned to such term in the preamble to Article V.

“Disqualification

Event” shall have the meaning assigned to such term in Section 5.44.

“DTC”

means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”

shall have the meaning assigned to such term in Section 5.33.

“DWAC

Shares” means shares of Common Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely

tradable and transferable in the United States and without restriction on resale and without stop transfer instructions maintained against

the transfer thereof and (iii) timely credited by the Company’s transfer agent to the Investor’s (or its designated Broker-Dealer

at which the account or accounts to be credited with the Shares being purchased or acquired by Investor are maintained) specified DWAC

account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing

substantially the same function.

“EDGAR”

means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective

Date” means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights

Agreement (or any post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration

Rights Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any

post-effective amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by

the Commission.

“Effectiveness

Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Eligible

Market” means The Nasdaq Global Select Market, The Nasdaq Global Market, the New York Stock Exchange or the NYSE American

(or any nationally recognized successor to any of the foregoing).

“Environmental

Laws” shall have the meaning assigned to such term in Section 5.18.

“ERISA”

shall have the meaning assigned to such term in Section 5.38.

“ERISA

Affiliate” shall have the meaning assigned to such term in Section 5.38.

“Evaluation

Date” shall have the meaning assigned to such term in Section 5.6(c).

“Exchange

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

“Exchange

Cap” shall have the meaning assigned to such term in Section 3.5(a).

“Exempt

Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors

or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors

or a majority of the members of a committee of the Board of Directors established for such purpose, (b) (1) any Shares issued to the

Investor (or its designee) pursuant to the Transaction Documents, (2) any securities issued upon the exercise or exchange of or conversion

of any shares of Common Stock or Common Stock Equivalents held by the Investor or an Affiliate of the Investor at any time, or (3) any

securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date of

this Agreement, provided that such securities referred to in this clause (3) 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, (c)

securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by

the Company’s Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions,

divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided

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

an operating company or an 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, (d) shares of Common Stock issued

by the Company to the Investor (or its designee) or an Affiliate of the Investor in connection with any “equity line of credit”

or other continuous offering or similar offering of Common Stock (other than the transactions contemplated by the Transaction Documents)

pursuant to one or more written agreements between the Company and the Investor executed after the date of this Agreement (if any) or

an Affiliate of the Investor (including RCP) executed prior to or after the date of this Agreement (if any), whereby the Company may

sell shares of Common Stock to the Investor or an Affiliate of the Investor (including RCP) at a future determined price, or (e) shares

of Common Stock issued by the Company in any “at the market offering” or “equity distribution program” or similar

offering of Common Stock exclusively to or through RCP pursuant to one or more written agreements between the Company and RCP.

“FCPA”

shall have the meaning assigned to such term in Section 5.35.

“Filing

Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“FINRA”

means the Financial Industry Regulatory Authority, Inc.

“FINRA

Filing” shall have the meaning assigned to such term in Section 6.14.

“Former

Accountant” shall have the meaning assigned to such term in Section 5.6(d).

“Fundamental

Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate

or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the

Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding

voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of

all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender

or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding

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

to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

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), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person”

or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the

“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary

voting power represented by issued and outstanding Common Stock.

“Future

Purchase Suspension” shall have the meaning assigned to such term in Section 6.17.

“GAAP”

shall have the meaning assigned to such term in Section 5.6(b).

“Governmental

Entity” shall mean any arbitrator, court, governmental body, regulatory body, administrative agency or other authority,

body or agency (whether foreign or domestic) having jurisdiction over the Company or any of its Subsidiaries or any of their respective

properties, assets or operations.

“Hazardous

Materials” shall have the meaning assigned to such term in Section 5.18.

“Indebtedness”

means, with respect to any Person as of any time, without duplication, (a) any liabilities for borrowed money or amounts owed (other

than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent

obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet

(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions

in the ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordance

with GAAP.

“Initial

Comfort Letter” shall have the meaning assigned to such term in Section 7.2(xvi).

“Initial

Investor Legal Fee Expense Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).

“Initial

Registration Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Intellectual

Property” shall have the meaning assigned to such term in Section 5.19.

“Intraday

Purchase” shall have the meaning assigned to such term in Section 3.2.

“Intraday

Purchase Commencement Time” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the time on the Purchase

Date for such Intraday Purchase that is the latest of: (i) the Market Open Purchase Ending Time of the Market Open Purchase Period

for the Market Open Purchase preceding the Intraday Purchase Period for such Intraday Purchase occurring on the same Purchase Date as

such earlier Market Open Purchase, if the Company has timely delivered a Market Open Purchase Notice to the Investor for a Market Open

Purchase on such Purchase Date, (ii) the Intraday Purchase Ending Time of the Intraday Purchase Period for the most recent prior Intraday

Purchase, if any, occurring on the same Purchase Date as such Intraday Purchase, and (iii) the Investor’s timely receipt (acknowledged

by email correspondence to each of the individual notice recipients of the Company set forth in the applicable Intraday Purchase Notice,

other than via auto-reply) from the Company of the applicable Intraday Purchase Notice for such Intraday Purchase on the applicable Purchase

Date therefor.

“Intraday

Purchase Ending Time” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the time on the Purchase

Date for such Intraday Purchase that is the earliest of: (i) 3:59 p.m., New York City time, on the applicable Purchase Date for

such Intraday Purchase, or such earlier time publicly announced by the Trading Market (or, if the Common Stock is then listed on an Eligible

Market, by such Eligible Market) as the official close of the primary (or “regular”) trading session on the Trading Market

(or on such Eligible Market, as applicable) on such Purchase Date; (ii) immediately at such time following the Intraday Purchase Commencement

Time of the Intraday Purchase Period for such Intraday Purchase that the total number (or volume) of shares of Common Stock traded on

the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period has exceeded the applicable Intraday

Purchase Share Volume Maximum for such Intraday Purchase (taking into account the Intraday Purchase Percentage specified by the Company

in the applicable Intraday Purchase Notice for such Intraday Purchase); provided, however, that the calculation of the

total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such

Intraday Purchase Period shall exclude from such calculation all shares of Common Stock traded in any of the following transactions,

to the extent they occur during such Intraday Purchase Period (as applicable): (A) the opening or first purchase of Common Stock at or

following the official open of such primary (or “regular”) trading session that is reported in the consolidated system on

such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or “regular”)

trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (C) provided the Company shall

have specified in the applicable Intraday Purchase Notice that clause (iii) below shall not trigger the Intraday Purchase Ending Time

for such Intraday Purchase (such specification by the Company, whether in an Intraday Purchase Notice or in a Market Open Purchase Notice,

a “Limit Order Continue Election”), all sales of Common Stock on the Trading Market (or on such Eligible Market,

as applicable) during such Intraday Purchase Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price

Threshold; and (iii) provided the Company shall have specified in the applicable Intraday Purchase Notice that this clause (iii) shall

trigger the Intraday Purchase Ending Time for such Intraday Purchase (such specification by the Company, whether in an Intraday Purchase

Notice or in a Market Open Purchase Notice, a “Limit Order Discontinue Election”), immediately at such time

following the Intraday Purchase Commencement Time of the Intraday Purchase Period for such Intraday Purchase that the Sale Price of any

share of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period is

less than the applicable Intraday Purchase Minimum Price Threshold; provided, however, that the determination of whether

the Sale Price of any share of Common Stock traded during such Intraday Purchase Period is less than the applicable Intraday Purchase

Minimum Price Threshold shall exclude (A) the opening or first purchase of Common Stock at or following the official open of such primary

(or “regular”) trading session that is reported in the consolidated system on such Purchase Date and (B) the last or closing

sale of Common Stock at or prior to the official close of such primary (or “regular”) trading session that is reported in

the consolidated system on such Purchase Date (as applicable). All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Intraday

Purchase Maximum Amount” means, with respect to an Intraday Purchase made pursuant to Section 3.2, such number of shares

of Common Stock equal to the lesser of: (i) two (2) million shares, and (ii) the product of (A) the Intraday Purchase Percentage specified

by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase, multiplied by (B) the total number (or volume)

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) during the Intraday Purchase Period for such Intraday Purchase; provided, however, that the calculation of the

total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such

Intraday Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all shares of Common Stock traded in

any of the following transactions, to the extent they occur during such Intraday Purchase Period (as applicable): (1) the opening or

first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session that is reported

in the consolidated system on such Purchase Date, (2) the last or closing sale of Common Stock at or prior to the official close of such

primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable),

and (3) provided the Company shall have specified a Limit Order Continue Election in the applicable Intraday Purchase Notice for such

Intraday Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase

Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price Threshold. All such calculations shall be appropriately

adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Intraday

Purchase Minimum Price Threshold” means, with respect to an Intraday Purchase made pursuant to Section 3.2, either (a)

the dollar amount specified by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase as the per share minimum

Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Intraday Purchase Ending

Time” shall have occurred during the applicable Intraday Purchase Period for such Intraday Purchase, if the Company shall have

specified a Limit Order Discontinue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, or (b) the dollar

amount specified by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase as the per share minimum Sale Price

threshold to be used in determining the sales of Common Stock during the applicable Intraday Purchase Period that shall be excluded from

the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as

applicable) during such Intraday Purchase Period, if the Company shall have specified a Limit Order Continue Election in the applicable

Intraday Purchase Notice for such Intraday Purchase; provided, however, that in each case if the Company has not specified

any such dollar amount as the per share minimum Sale Price threshold in the applicable Intraday Purchase Notice for such Intraday Purchase,

then the per share minimum Sale Price threshold to be used in such Intraday Purchase shall be such dollar amount equal to the product

of (a) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Date for such Intraday Purchase,

multiplied by (b) 0.75. All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,

stock split, reverse stock split or other similar transaction.

“Intraday

Purchase Notice” means, with respect to an Intraday Purchase made pursuant to Section 3.2, an irrevocable written notice

from the Company to the Investor, specifying the Intraday Purchase Percentage that shall apply to such Intraday Purchase and whether

a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Intraday Purchase, and directing the Investor

to subscribe for and purchase a specified Intraday Purchase Share Amount (such specified Intraday Purchase Share Amount subject to automatic

adjustment as set forth in Section 3.2 as necessary to give effect to the applicable Intraday Purchase Maximum Amount for such Intraday

Purchase), at the applicable Intraday Purchase Price therefor on the Purchase Date for such Intraday Purchase in accordance with this

Agreement, that is delivered by the Company to the Investor and received by the Investor (i) after the latest of (X) 10:00 a.m.,

New York City time, on such Purchase Date, if the Company has not timely delivered a Market Open Purchase Notice to the Investor for

a Market Open Purchase on such Purchase Date, (Y) the Market Open Purchase Ending Time of the Market Open Purchase Period for the Market

Open Purchase preceding the Intraday Purchase Period for such Intraday Purchase occurring on the same Purchase Date as such earlier Market

Open Purchase, if the Company has timely delivered a Market Open Purchase Notice to the Investor for a Market Open Purchase on such Purchase

Date, and (Z) the Intraday Purchase Ending Time of the Intraday Purchase Period for the most recent prior Intraday Purchase, if any,

occurring on the same Purchase Date as such Intraday Purchase, and (ii) prior to the earlier of (X) 2:00 p.m., New York City time,

on such Purchase Date and (Y) such time that is exactly two (2) hours immediately prior to the official close of the primary (or “regular”)

trading session on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) on such

Purchase Date, if the Trading Market (or such Eligible Market, as applicable) has theretofore publicly announced that the official close

of the primary (or “regular”) trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase

Date shall be earlier than 4:00 p.m., New York City time, on such Purchase Date.

“Intraday

Purchase Percentage” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the percentage specified

by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase, which shall not exceed 25.0%, for purposes of calculating,

among other things, the Intraday Purchase Maximum Amount, the Intraday Purchase Share Amount and the Intraday Purchase Share Volume Maximum,

in each case applicable to such Intraday Purchase.

“Intraday

Purchase Period” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the period on the Purchase Date

for such Intraday Purchase, beginning at the applicable Intraday Purchase Commencement Time and ending at the applicable Intraday Purchase

Ending Time on such Purchase Date for such Intraday Purchase.

“Intraday

Purchase Price” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the purchase price per Share

to be purchased by the Investor in such Intraday Purchase, equal to the product of (i) 0.97, multiplied by (ii) the VWAP of the Common

Stock for the applicable Intraday Purchase Period on the applicable Purchase Date for such Intraday Purchase; provided, however,

that the calculation of the VWAP for the Common Stock for the Intraday Purchase Period for an Intraday Purchase shall exclude each of

the following transactions, to the extent they occur during such Intraday Purchase Period (as applicable): (A) the opening or first purchase

of Common Stock at or following the official open of such primary (or “regular”) trading session that is reported in the

consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary

(or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (C)

provided the Company shall have specified a Limit Order Continue Election in the applicable Intraday Purchase Notice for such Intraday

Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period

at a Sale Price that is less than the applicable Intraday Purchase Minimum Price Threshold for such Intraday Purchase. All such calculations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction.

“Intraday

Purchase Share Amount” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the total number of Shares

to be purchased by the Investor in such Intraday Purchase as specified by the Company in the applicable Intraday Purchase Notice for

such Intraday Purchase, which total number of Shares shall not exceed the Intraday Purchase Maximum Amount applicable to such Intraday

Purchase, taking into account the Intraday Purchase Percentage specified by the Company in the applicable Intraday Purchase Notice for

such Intraday Purchase (and such number of Shares specified by the Company in the applicable Intraday Purchase Notice for such Intraday

Purchase shall be subject to automatic adjustment in accordance with Section 3.2 as necessary to give effect to the Intraday Purchase

Maximum Amount limitation applicable to such Intraday Purchase, taking into account the Intraday Purchase Percentage specified by the

Company in the applicable Intraday Purchase Notice for such Intraday Purchase, as set forth in this Agreement).

“Intraday

Purchase Share Volume Maximum” means, with respect to an Intraday Purchase made pursuant to Section 3.2, a number of shares

of Common Stock equal to the quotient obtained by dividing (i) the Intraday Purchase Share Amount to be purchased by the Investor in

such Intraday Purchase, by (ii) the Intraday Purchase Percentage specified by the Company in the applicable Intraday Purchase Notice

for such Intraday Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse

stock split or other similar transaction).

“Investment

Period” means the period commencing on the Commencement Date and expiring on the date this Agreement is subsequently terminated

pursuant to Article VIII.

“Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Investor

Party” shall have the meaning assigned to such term in Section 9.1.

“Issuer

Covered Person” shall have the meaning assigned to such term in Section 5.44.

“IT

Systems” shall have the meaning assigned to such term in Section 5.39.

“Knowledge”

means the actual knowledge of any of (i) the Company’s Chief Executive Officer and President, (ii) the Company’s Chief Operating

Officer and (iii) the Company’s Chief Financial Officer and Secretary, in each case after reasonable inquiry of all officers, directors

and employees of the Company under such Person’s direct supervision who would reasonably be expected to have knowledge or information

with respect to the matter in question.

“Law”

means any federal, state, provincial, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance,

treaty, rule, code, regulation or other binding directive issued, promulgated or enforced by a Governmental Entity having jurisdiction

over a given matter.

“Limit

Order Continue Election” shall have the meaning assigned to such term in the definition of “Intraday Purchase Ending

Time,” which election shall be applicable to any Purchase effected by the Company contemplated under Article III of this Agreement,

if such election is specified by the Company in the applicable Purchase Notice for such Purchase.

“Limit

Order Discontinue Election” shall have the meaning assigned to such term in the definition of “Intraday Purchase

Ending Time,” which election shall be applicable to any Purchase effected by the Company contemplated under Article III of this

Agreement, if such election is specified by the Company in the applicable Purchase Notice for such Purchase.

“Market

Open Purchase” shall have the meaning assigned to such term in Section 3.1.

“Market

Open Purchase Commencement Time” means, with respect to a Market Open Purchase made pursuant to Section 3.1, 9:30:01 a.m.,

New York City time, on the Purchase Date for such Market Open Purchase, or such later time on such Purchase Date publicly announced by

the Trading Market (or, if the Common Stock is then listed on an Eligible Market, by such Eligible Market) as the official open of the

primary (or “regular”) trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase

Date.

“Market

Open Purchase Ending Time” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the time on the

Purchase Date for such Market Open Purchase that is the earliest of: (i) 3:59 p.m., New York City time, on the applicable Purchase

Date for such Market Open Purchase, or such earlier time publicly announced by the Trading Market (or, if the Common Stock is then listed

on an Eligible Market, by such Eligible Market) as the official close of the primary (or “regular”) trading session on the

Trading Market (or on such Eligible Market, as applicable) on such Purchase Date; (ii) immediately at such time following the Market

Open Purchase Commencement Time of the Market Open Purchase Period for such Market Open Purchase that the total number (or volume) of

shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Market Open Purchase Period

has exceeded the applicable Market Open Purchase Share Volume Maximum for such Market Open Purchase (taking into account the Market Open

Purchase Percentage specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase); provided,

however, that the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such

Eligible Market, as applicable) during such Market Open Purchase Period shall exclude from such calculation all shares of Common Stock

traded in any of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable): (A) the

opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session

that is reported in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official

close of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as

applicable), and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable Market Open Purchase

Notice for such Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during

such Market Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase Minimum Price Threshold; and (iii)

provided the Company shall have specified a Limit Order Discontinue Election in the applicable Market Open Purchase Notice for such Market

Open Purchase, immediately at such time following the Market Open Purchase Commencement Time of the Market Open Purchase Period for such

Market Open Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable)

during such Market Open Purchase Period is less than the applicable Market Open Purchase Minimum Price Threshold; provided, however,

that the determination of whether the Sale Price of any share of Common Stock traded during such Market Open Purchase Period is less

than the applicable Market Open Purchase Minimum Price Threshold shall exclude (A) the opening or first purchase of Common Stock at or

following the official open of such primary (or “regular”) trading session that is reported in the consolidated system on

such Purchase Date and (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or “regular”)

trading session that is reported in the consolidated system on such Purchase Date (as applicable). All such calculations shall be appropriately

adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Market

Open Purchase Maximum Amount” means, with respect to a Market Open Purchase made pursuant to Section 3.1, such number of

shares of Common Stock equal to the lesser of: (i) two (2) million shares, and (ii) the product of (A) the Market Open Purchase Percentage

specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase, multiplied by (B) the total number

(or volume) of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on

such Eligible Market) during the Market Open Purchase Period for such Market Open Purchase; provided, however, that the

calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable)

during such Market Open Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all shares of Common

Stock traded in any of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable):

(1) the opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading

session that is reported in the consolidated system on such Purchase Date, (2) the last or closing sale of Common Stock at or prior to

the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase

Date (as applicable), and (3) provided the Company shall have specified a Limit Order Continue Election in the applicable Market Open

Purchase Notice for such Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable)

during such Market Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase Minimum Price Threshold.

All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse

stock split or other similar transaction.

“Market

Open Purchase Minimum Price Threshold” means, with respect to a Market Open Purchase made pursuant to Section 3.1, either

(a) the dollar amount specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase as the per

share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Market Open

Purchase Ending Time” shall have occurred during the applicable Market Open Purchase Period for such Market Open Purchase, if the

Company shall have specified a Limit Order Discontinue Election in the applicable Market Open Purchase Notice for such Market Open Purchase,

or (b) the dollar amount specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase as the

per share minimum Sale Price threshold to be used in determining the sales of Common Stock during the applicable Market Open Purchase

Period that shall be excluded from the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market

(or on such Eligible Market, as applicable) during such Market Open Purchase Period, if the Company shall have specified a Limit Order

Continue Election in the applicable Market Open Purchase Notice for such Market Open Purchase; provided, however, that

in each case if the Company has not specified any such dollar amount as the per share minimum Sale Price threshold in the applicable

Market Open Purchase Notice for such Market Open Purchase, then the per share minimum Sale Price threshold to be used in such Market

Open Purchase shall be such dollar amount equal to the product of (a) the Closing Sale Price of the Common Stock on the Trading Day immediately

preceding the Purchase Date for such Market Open Purchase, multiplied by (b) 0.75. All such calculations shall be appropriately adjusted

for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Market

Open Purchase Notice” means, with respect to a Market Open Purchase made pursuant to Section 3.1, an irrevocable written

notice delivered by the Company to the Investor, and received by the Investor, after 7:30 a.m., New York City time, and prior to 9:00

a.m., New York City time, on the Purchase Date for such Market Open Purchase, specifying the Market Open Purchase Percentage that shall

apply to such Market Open Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such

Market Open Purchase, and directing the Investor to subscribe for and purchase a specified Market Open Purchase Share Amount (such specified

Market Open Purchase Share Amount subject to automatic adjustment as set forth in Section 3.1 as necessary to give effect to the applicable

Market Open Purchase Maximum Amount for such Market Open Purchase), at the applicable Market Open Purchase Price therefor on such Purchase

Date for such Market Open Purchase in accordance with this Agreement.

“Market

Open Purchase Percentage” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the percentage specified

by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase, which shall not exceed 25.0%, for purposes

of calculating, among other things, the Market Open Purchase Maximum Amount, the Market Open Purchase Share Amount and the Market Open

Purchase Share Volume Maximum, in each case applicable to such Market Open Purchase.

“Market

Open Purchase Period” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the period on the Purchase

Date for such Market Open Purchase, beginning at the applicable Market Open Purchase Commencement Time and ending at the applicable Market

Open Purchase Ending Time on such Purchase Date for such Market Open Purchase.

“Market

Open Purchase Price” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the purchase price per

Share to be purchased by the Investor in such Market Open Purchase, equal to the product of (i) 0.97, multiplied by (ii) the VWAP of

the Common Stock for the applicable Market Open Purchase Period on the applicable Purchase Date for such Market Open Purchase; provided,

however, that the calculation of the VWAP for the Common Stock for the Market Open Purchase Period for a Market Open Purchase

shall exclude each of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable): (A)

the opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session

that is reported in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official

close of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as

applicable), and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable Market Open Purchase

Notice for such Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during

such Market Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase Minimum Price Threshold for such

Market Open Purchase. All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization

or other similar transaction.

“Market

Open Purchase Share Amount” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the total number

of Shares to be purchased by the Investor in such Market Open Purchase as specified by the Company in the applicable Market Open Purchase

Notice for such Market Open Purchase, which total number of Shares shall not exceed the Market Open Purchase Maximum Amount applicable

to such Market Open Purchase, taking into account the Market Open Purchase Percentage specified by the Company in the applicable Market

Open Purchase Notice for such Market Open Purchase (and such number of Shares specified by the Company in the applicable Market Open

Purchase Notice for such Market Open Purchase shall be subject to automatic adjustment in accordance with Section 3.1 as necessary to

give effect to the Market Open Purchase Maximum Amount limitation applicable to such Market Open Purchase, taking into account the Market

Open Purchase Percentage specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase, as set

forth in this Agreement).

“Market

Open Purchase Share Volume Maximum” means, with respect to a Market Open Purchase made pursuant to Section 3.1, a number

of shares of Common Stock equal to the quotient obtained by dividing (i) the Market Open Purchase Share Amount to be purchased by the

Investor in such Market Open Purchase, by (ii) the Market Open Purchase Percentage specified by the Company in the applicable Market

Open Purchase Notice for such Market Open Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,

stock split, reverse stock split or other similar transaction).

“Material

Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen

would likely have, any effect on the business, operations, properties or financial condition of the Company as set forth in the Commission

Documents that is material and adverse to the Company and its Subsidiaries, taken as a whole, excluding any facts, circumstances, changes

or effects, individually or in the aggregate, exclusively and directly resulting from, relating to or arising out of any of the following:

(a) changes in conditions in the U.S. or global capital, credit or financial markets generally, including changes in the availability

of capital or currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate manner

as compared to other similarly situated companies, (b) changes generally affecting the industries in which the Company and its Subsidiaries

operate, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a materially disproportionate

manner as compared to other similarly situated companies, (c) any effect of the announcement of, or the consummation of the transactions

contemplated by, this Agreement and the Registration Rights Agreement on the Company’s or any of its Subsidiaries’ relationships,

contractual or otherwise, with customers, suppliers, vendors, bank lenders, strategic venture partners or employees, (d) changes arising

in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening

of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (e) any action taken

by the Investor, any of its officers, its sole member or the Investor’s Broker-Dealer, or any of such Person’s successors

with respect to the transactions contemplated by this Agreement and the Registration Rights Agreement, and (f) the effect of any changes

in applicable Laws or accounting rules, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole,

in a materially disproportionate manner as compared to other similarly situated companies; (ii) any condition, occurrence, state of facts

or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or

enforceability of any of the Transaction Documents or the transactions contemplated thereby; or (iii) any condition, occurrence, state

of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with

or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party.

“Material

Permits” shall have the meaning assigned to such term in Section 5.17.

“Minimum

Price” means $1.0270, representing the average Nasdaq official closing price of the Common Stock on the Trading

Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding the date

of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split

or other similar transaction that occurs on or after the date of this Agreement).

“Money

Laundering Laws” shall have the meaning assigned to such term in Section 5.37.

“MPA

Period” means: (i) with respect to the first publication or distribution of a research report (as such term is defined

in Rule 500 of Regulation AC) concerning the Company by any Affiliate of the Investor, including, without limitation, RCP, the period

commencing at 5:00 p.m., New York City time, on the eleventh (11th) Trading Day immediately preceding the Trading Day on which

any Affiliate of the Investor, including, without limitation, RCP, shall have published or distributed any research report (as such term

is defined in Rule 500 of Regulation AC) concerning the Company, and ending at 6:00 a.m., New York City time, on the eleventh (11th)

Trading Day immediately following the Trading Day on which any Affiliate of the Investor, including, without limitation, RCP, shall have

published or distributed any research report (as such term is defined in Rule 500 of Regulation AC) concerning the Company; (ii) with

respect to any subsequent publication or distribution of a research report (as such term is defined in Rule 500 of Regulation AC) concerning

the Company by any Affiliate of the Investor, including, without limitation, RCP, the period commencing at 5:00 p.m., New York City time,

on the fourth (4th) Trading Day immediately preceding the Trading Day on which any Affiliate of the Investor, including, without

limitation, RCP, shall have published or distributed any research report (as such term is defined in Rule 500 of Regulation AC) concerning

the Company, and ending at 6:00 a.m., New York City time, on the fourth (4th) Trading Day immediately following the Trading

Day on which any Affiliate of the Investor, including, without limitation, RCP, shall have published or distributed any research report

(as such term is defined in Rule 500 of Regulation AC) concerning the Company; and (iii) with respect to any non-deal road show or investor

conference, investor marketing event or pre-scheduled series of investor meetings (either in person or virtual) that is hosted (or substantially

coordinated, organized, arranged or facilitated) by any Affiliate of the Investor, including without limitation RCP, at which the Company

shall have agreed to participate (a “Scheduled Investor Marketing Event”), the period commencing at 5:00 p.m.,

New York City time, on the fourth (4th) Trading Day immediately preceding the first Trading Day on which the Scheduled Investor

Marketing Event occurred, and ending at 6:00 a.m., New York City time, on the fourth (4th) Trading Day immediately following

the last Trading Day on which such Scheduled Investor Marketing Event had occurred, provided that a Scheduled Investor Marketing

Event shall not include any event at which an Affiliate of the Investor merely attends as a participant or provides de minimis administrative

assistance.

“New

Registration Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Non-Affiliate

Shares” shall have the meaning assigned to such term in Section 5.45.

“Notice

of Effectiveness” shall have the meaning assigned to such term in Section 10.1(iv).

“OFAC”

shall have the meaning assigned to such term in Section 5.36.

“Order”

means any outstanding writ, order, judgment, injunction, binding decision or determination, award, ruling, subpoena, verdict or decree

entered, issued or rendered by any Governmental Entity.

“PEA

Period” means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately

prior to the filing of (i) any post-effective amendment to the Initial Registration Statement or any New Registration Statement or (ii)

any New Registration Statement, as applicable, and ending at 9:30 a.m., New York City time, on the Trading Day immediately following,

the Effective Date of such post-effective amendment or New Registration Statement, as applicable.

“Permits”

means all franchises, grants, authorizations, licenses, permits, easements, consents, certificates exemptions, waivers and Orders of

any Governmental Entity required for the conduct of the business conducted by the Company and its Subsidiaries.

“Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture or Governmental Entity.

“Personal

Data” shall have the meaning assigned to such term in Section 5.39.

“Policies”

shall have the meaning assigned to such term in Section 5.40.

“Post-Market

Purchase” shall have the meaning assigned to such term in Section 3.3(b).

“Post-Market

Purchase Commencement Time” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), such time after

4:05 p.m., New York City time, on the Purchase Date for such Post-Market Purchase that the Investor shall have timely received from the

Company a valid Post-Market Purchase Notice for such Post-Market Purchase, as acknowledged by email correspondence from the Investor

to each of the individual notice recipients of the Company set forth in the applicable Post-Market Purchase Notice, other than via auto-reply,

such email correspondence confirming the applicable commencement time of the Post-Market Purchase Period for such Post-Market Purchase

on such Purchase Date therefor.

“Post-Market

Purchase Ending Time” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the time on the Purchase

Date for such Post-Market Purchase that is the earliest of: (i) 6:00:00 p.m., New York City time, on the Purchase Date for such

Post-Market Purchase; (ii) immediately at such time following the Post-Market Purchase Commencement Time of the Post-Market Purchase

Period for such Post-Market Purchase that the total number (or volume) of shares of Common Stock traded on the Trading Market (or on

such Eligible Market, as applicable) during such Post-Market Purchase Period has exceeded the applicable Post-Market Purchase Share Volume

Maximum for such Post-Market Purchase (taking into account the Post-Market Purchase Percentage specified by the Company in the applicable

Post-Market Purchase Notice for such Post-Market Purchase); provided, however, that, if the Company shall have specified

a Limit Order Continue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase, the calculation of the total

number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Post-Market

Purchase Period shall exclude from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable)

during such Post-Market Purchase Period at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold;

and (iii) provided the Company shall have specified a Limit Order Discontinue Election in the applicable Post-Market Purchase Notice

for such Post-Market Purchase, immediately at such time following the Post-Market Purchase Commencement Time of the Post-Market Purchase

Period for such Post-Market Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such Eligible

Market, as applicable) during such Post-Market Purchase Period is less than the applicable Post-Market Purchase Minimum Price Threshold.

All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse

stock split or other similar transaction.

“Post-Market

Purchase Maximum Amount” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), such number of

shares of Common Stock equal to the lesser of: (i) one (1) million shares, and (ii) the product of (A) the Post-Market Purchase Percentage

specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, multiplied by (B) the total number

(or volume) of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on

such Eligible Market) during the Post-Market Purchase Period for such Post-Market Purchase; provided, however, that, if

the Company shall have specified a Limit Order Continue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase,

the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as

applicable) during such Post-Market Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all sales

of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Post-Market Purchase Period at a Sale Price

that is less than the applicable Post-Market Purchase Minimum Price Threshold. All such calculations shall be appropriately adjusted

for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Post-Market

Purchase Minimum Price Threshold” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), either

(a) the dollar amount specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase as the per

share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Post-Market

Purchase Ending Time” shall have occurred during the applicable Post-Market Purchase Period for such Post-Market Purchase, if the

Company shall have specified a Limit Order Discontinue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase,

or (b) the dollar amount specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase as the

per share minimum Sale Price threshold to be used in determining the sales of Common Stock during the applicable Post-Market Purchase

Period that shall be excluded from the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market

(or on such Eligible Market, as applicable) during such Post-Market Purchase Period, if the Company shall have specified a Limit Order

Continue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase; provided, however, that

in each case if the Company has not specified any such dollar amount as the per share minimum Sale Price threshold in the applicable

Post-Market Purchase Notice for such Post-Market Purchase, then the per share minimum Sale Price threshold to be used in such Post-Market

Purchase shall be such dollar amount equal to the product of (a) the Closing Sale Price of the Common Stock on the Trading Day immediately

preceding the Purchase Date for such Post-Market Purchase, multiplied by (b) 0.75. All such calculations shall be appropriately adjusted

for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Post-Market

Purchase Notice” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), an irrevocable written

notice delivered by the Company to the Investor, and received by the Investor, after 4:05 p.m., New York City time, and prior to 5:00

p.m., New York City time, on the Purchase Date for such Post-Market Purchase, specifying the Post-Market Purchase Percentage that shall

apply to such Post-Market Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such

Post-Market Purchase, and directing the Investor to purchase a specified Post-Market Purchase Share Amount (such specified Post-Market

Purchase Share Amount subject to automatic adjustment as set forth in Section 3.3(b) as necessary to give effect to the applicable Post-Market

Purchase Maximum Amount for such Post-Market Purchase), at the applicable Post-Market Purchase Price therefor on such Purchase Date for

such Post-Market Purchase in accordance with this Agreement.

“Post-Market

Purchase Percentage” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the percentage specified

by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, which shall not exceed 20.0%, for purposes

of calculating, among other things, the Post-Market Purchase Maximum Amount, the Post-Market Purchase Share Amount and the Post-Market

Purchase Share Volume Maximum, in each case applicable to such Post-Market Purchase.

“Post-Market

Purchase Period” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the period on the Purchase

Date for such Post-Market Purchase, beginning at the applicable Post-Market Purchase Commencement Time and ending at the applicable Post-Market

Purchase Ending Time on such Purchase Date for such Post-Market Purchase.

“Post-Market

Purchase Price” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the purchase price per Share

to be purchased by the Investor in such Post-Market Purchase, equal to the product of (i) 0.9475, multiplied by (ii) the VWAP of the

Common Stock for the applicable Post-Market Purchase Period on the applicable Purchase Date for such Post-Market Purchase; provided,

however, that, if the Company shall have specified a Limit Order Continue Election in the applicable Post-Market Purchase Notice

for such Post-Market Purchase, the calculation of the VWAP for the Common Stock for the Post-Market Purchase Period for a Post-Market

Purchase shall exclude from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable)

during such Post-Market Purchase Period at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold

for such Post-Market Purchase. All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction.

“Post-Market

Purchase Share Amount” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the total number

of Shares to be purchased by the Investor in such Post-Market Purchase as specified by the Company in the applicable Post-Market Purchase

Notice for such Post-Market Purchase, which total number of Shares shall not exceed the Post-Market Purchase Maximum Amount applicable

to such Post-Market Purchase, taking into account the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market

Purchase Notice for such Post-Market Purchase (and such number of Shares specified by the Company in the applicable Post-Market Purchase

Notice for such Post-Market Purchase shall be subject to automatic adjustment in accordance with Section 3.3(b) as necessary to give

effect to the Post-Market Purchase Maximum Amount limitation applicable to such Post-Market Purchase, taking into account the Post-Market

Purchase Percentage specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, as set forth

in this Agreement).

“Post-Market

Purchase Share Volume Maximum” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), a number

of shares of Common Stock equal to the quotient obtained by dividing (i) the Post-Market Purchase Share Amount to be purchased by the

Investor in such Post-Market Purchase, by (ii) the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market

Purchase Notice for such Post-Market Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,

stock split, reverse stock split or other similar transaction).

“Pre-Market

Purchase” shall have the meaning assigned to such term in Section 3.3(a).

“Pre-Market

Purchase Commencement Time” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), such time after

7:00 a.m., New York City time, on the Purchase Date for such Pre-Market Purchase that the Investor shall have timely received from the

Company a valid Pre-Market Purchase Notice for such Pre-Market Purchase, as acknowledged by email correspondence from the Investor to

each of the individual notice recipients of the Company set forth in the applicable Pre-Market Purchase Notice, other than via auto-reply,

such email correspondence confirming the applicable commencement time of the Pre-Market Purchase Period for such Pre-Market Purchase

on such Purchase Date therefor.

“Pre-Market

Purchase Ending Time” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the time on the Purchase

Date for such Pre-Market Purchase that is the earliest of: (i) 9:10:00 a.m., New York City time, on the Purchase Date for such

Market Open Purchase; (ii) immediately at such time following the Pre-Market Purchase Commencement Time of the Pre-Market Purchase Period

for such Pre-Market Purchase that the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible

Market, as applicable) during such Pre-Market Purchase Period has exceeded the applicable Pre-Market Purchase Share Volume Maximum for

such Pre-Market Purchase (taking into account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market

Purchase Notice for such Pre-Market Purchase); provided, however, that, if the Company shall have specified a Limit Order

Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, the calculation of the total number (or

volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market Purchase

Period shall exclude from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable)

during such Pre-Market Purchase Period at a Sale Price that is less than the applicable Pre-Market Purchase Minimum Price Threshold;

and (iii) provided the Company shall have specified a Limit Order Discontinue Election in the applicable Pre-Market Purchase Notice for

such Pre-Market Purchase, immediately at such time following the Pre-Market Purchase Commencement Time of the Pre-Market Purchase Period

for such Pre-Market Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such Eligible Market,

as applicable) during such Pre-Market Purchase Period is less than the applicable Pre-Market Purchase Minimum Price Threshold. All such

calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock

split or other similar transaction.

“Pre-Market

Purchase Maximum Amount” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), such number of shares

of Common Stock equal to the lesser of: (i) one (1) million shares, and (ii) the product of (A) the Pre-Market Purchase Percentage specified

by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, multiplied by (B) the total number (or volume)

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) during the Pre-Market Purchase Period for such Pre-Market Purchase; provided, however, that, if the Company shall

have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, the calculation

of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Pre-Market Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all sales of Common Stock on

the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market Purchase Period at a Sale Price that is less than

the applicable Pre-Market Purchase Minimum Price Threshold. All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Pre-Market

Purchase Minimum Price Threshold” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), either

(a) the dollar amount specified by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase as the per share

minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Pre-Market Purchase

Ending Time” shall have occurred during the applicable Pre-Market Purchase Period for such Pre-Market Purchase, if the Company

shall have specified a Limit Order Discontinue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, or

(b) the dollar amount specified by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase as the per share

minimum Sale Price threshold to be used in determining the sales of Common Stock during the applicable Pre-Market Purchase Period that

shall be excluded from the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on

such Eligible Market, as applicable) during such Pre-Market Purchase Period, if the Company shall have specified a Limit Order Continue

Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase; provided, however, that in each case

if the Company has not specified any such dollar amount as the per share minimum Sale Price threshold in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase, then the per share minimum Sale Price threshold to be used in such Pre-Market Purchase shall be

such dollar amount equal to the product of (a) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the

Purchase Date for such Pre-Market Purchase, multiplied by (b) 0.75. All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Pre-Market

Purchase Notice” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), an irrevocable written notice

delivered by the Company to the Investor, and received by the Investor, after 7:00 a.m., New York City time, and prior to 8:30 a.m.,

New York City time, on the Purchase Date for such Pre-Market Purchase, specifying the Pre-Market Purchase Percentage that shall apply

to such Pre-Market Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Pre-Market

Purchase, and directing the Investor to purchase a specified Pre-Market Purchase Share Amount (such specified Pre-Market Purchase Share

Amount subject to automatic adjustment as set forth in Section 3.3(a) as necessary to give effect to the applicable Pre-Market Purchase

Maximum Amount for such Pre-Market Purchase), at the applicable Pre-Market Purchase Price therefor on such Purchase Date for such Pre-Market

Purchase in accordance with this Agreement.

“Pre-Market

Purchase Percentage” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the percentage specified

by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, which shall not exceed 20.0%, for purposes

of calculating, among other things, the Pre-Market Purchase Maximum Amount, the Pre-Market Purchase Share Amount and the Pre-Market Purchase

Share Volume Maximum, in each case applicable to such Pre-Market Purchase.

“Pre-Market

Purchase Period” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the period on the Purchase

Date for such Pre-Market Purchase, beginning at the applicable Pre-Market Purchase Commencement Time and ending at the applicable Pre-Market

Purchase Ending Time on such Purchase Date for such Pre-Market Purchase.

“Pre-Market

Purchase Price” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the purchase price per Share

to be purchased by the Investor in such Pre-Market Purchase, equal to the product of (i) 0.9475, multiplied by (ii) the VWAP of the Common

Stock for the applicable Pre-Market Purchase Period on the applicable Purchase Date for such Pre-Market Purchase; provided, however,

that, if the Company shall have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market

Purchase, the calculation of the VWAP for the Common Stock for the Pre-Market Purchase Period for a Pre-Market Purchase shall exclude

from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market

Purchase Period at a Sale Price that is less than the applicable Pre-Market Purchase Minimum Price Threshold for such Pre-Market Purchase.

All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction.

“Pre-Market

Purchase Share Amount” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the total number of

Shares to be purchased by the Investor in such Pre-Market Purchase as specified by the Company in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase, which total number of Shares shall not exceed the Pre-Market Purchase Maximum Amount applicable

to such Pre-Market Purchase, taking into account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market

Purchase Notice for such Pre-Market Purchase (and such number of Shares specified by the Company in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase shall be subject to automatic adjustment in accordance with Section 3.3(a) as necessary to give effect

to the Pre-Market Purchase Maximum Amount limitation applicable to such Pre-Market Purchase, taking into account the Pre-Market Purchase

Percentage specified by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, as set forth in this Agreement).

“Pre-Market

Purchase Share Volume Maximum” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), a number of

shares of Common Stock equal to the quotient obtained by dividing (i) the Pre-Market Purchase Share Amount to be purchased by the Investor

in such Pre-Market Purchase, by (ii) the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock

split, reverse stock split or other similar transaction).

“Privacy

Laws” shall have the meaning assigned to such term in Section 5.40.

“Proceeding”

means any lawsuit, litigation, action, audit, examination or investigation, claim, complaint, charge, proceeding, suit or arbitration

(in each case, whether civil, criminal or administrative and whether public or private) pending in court or arbitration or by, before

or otherwise involving any Governmental Entity.

“Prospectus”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“Prospectus

Supplement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Purchase”

or “Purchases” means any one or more of the following (given the context in which it is used in this Agreement):

(i) Market Open Purchase(s) made pursuant to Section 3.1, (ii) Intraday Purchase(s) made pursuant to Section 3.2, (iii) Pre-Market Purchase(s)

made pursuant to Section 3.3(a) and/or (iv) Post-Market Purchase(s) made pursuant to Section 3.3(b).

“Purchase

Condition Satisfaction Time” shall have the meaning assigned to such term in Section 7.3.

“Purchase

Date” means: (i) with respect to a Market Open Purchase made pursuant to Section 3.1, the Trading Day on which the Investor

timely receives, (A) after 7:30 a.m., New York City time, and (B) prior to 9:00 a.m., New York City time, on such Trading Day, a valid

Market Open Purchase Notice for such Market Open Purchase in accordance with this Agreement; (ii) with respect to an Intraday Purchase

made pursuant to Section 3.2, the Trading Day on which the Investor timely receives a valid Intraday Purchase Notice for such Intraday

Purchase in accordance with this Agreement, (A) after the latest of (X) 10:00 a.m., New York City time, on such Trading Day, if

the Company has not timely delivered a valid Market Open Purchase Notice to the Investor for a Market Open Purchase on such Trading Day,

(Y) the Market Open Purchase Ending Time of the Market Open Purchase Period for the Market Open Purchase preceding the applicable Intraday

Purchase Period for such Intraday Purchase occurring on the same Trading Day as such earlier Market Open Purchase, if the Company has

timely delivered a valid Market Open Purchase Notice to the Investor for a Market Open Purchase on such Trading Day, and (Z) the Intraday

Purchase Ending Time of the Intraday Purchase Period for the most recent prior Intraday Purchase, if any, occurring on the same Trading

Day as such Intraday Purchase, and (B) prior to the earlier of (X) 2:00 p.m., New York City time, on such Trading Day for such

Intraday Purchase and (Y) such time that is exactly two (2) hours immediately prior to the official close of the primary (or “regular”)

trading session on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) on such

Trading Day, if the Trading Market (or such Eligible Market, as applicable) has publicly announced that the official close of the primary

(or “regular”) trading session shall be earlier than 4:00 p.m., New York City time, on such Trading Day; (iii) with respect

to a Pre-Market Purchase made pursuant to Section 3.3(a), the Trading Day on which the Investor timely receives, (A) after 7:00 a.m.,

New York City time, and (B) prior to 8:30 a.m., New York City time, on such Trading Day, a valid Pre-Market Purchase Notice for such

Pre-Market Purchase in accordance with this Agreement; and (iv) with respect to a Post-Market Purchase made pursuant to Section 3.3(b),

the Trading Day on which the Investor timely receives, (A) after 4:05 p.m., New York City time, and (B) prior to 5:00 p.m., New York

City time, on such Trading Day, a valid Post-Market Purchase Notice for such Post-Market Purchase in accordance with this Agreement.

“Purchase

Notice” or “Purchase Notices” means any one or more of the following (given the context in which

it is used in this Agreement): (i) Market Open Purchase Notice(s) with respect to Market Open Purchase(s) made pursuant to Section 3.1,

(ii) Intraday Purchase Notice(s) with respect to Intraday Purchase(s) made pursuant to Section 3.2, (iii) Pre-Market Purchase Notice(s)

with respect to Pre-Market Purchase(s) made pursuant to Section 3.3(a) and/or (iv) Post-Market Purchase Notice(s) with respect to Post-Market

Purchase(s) made pursuant to Section 3.3(b).

“Purchase

Price” means any one or more of the following (given the context in which it is used in this Agreement): (i) the applicable

Market Open Purchase Price for the Shares purchased by the Investor in a Market Open Purchase effected by the Company pursuant to Section

3.1, (ii) the applicable Intraday Purchase Price for the Shares purchased by the Investor in an Intraday Purchase effected by the Company

pursuant to Section 3.2, (iii) the applicable Pre-Market Purchase Price for the Shares purchased by the Investor in a Pre-Market Purchase

effected by the Company pursuant to Section 3.3(a) and/or (iv) the applicable Post-Market Purchase Price for the Shares purchased by

the Investor in a Post-Market Purchase effected by the Company pursuant to Section 3.3(b).

“Purchase

Share Delivery Date” shall have the meaning assigned to such term in Section 3.4.

“Qualified

Independent Underwriter” shall have the meaning assigned to such term in FINRA Rule 5121(f)(12).

“RCP”

shall have the meaning assigned to such term in the Recitals.

“Registrable

Securities” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration

Period” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration

Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.

“Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Regulation

D” shall have the meaning assigned to such term in the recitals hereof.

“Representation

Date” shall have the meaning assigned to such term in Section 6.17.

“Restricted

Period” shall have the meaning assigned to such term in Section 6.9(i).

“Restricted

Person” shall have the meaning assigned to such term in Section 6.9(i).

“Restricted

Persons” shall have the meaning assigned to such term in Section 6.9(i).

“Rule

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

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

“Sale

Price” means any trade price for a share of Common Stock on the Trading Market, or if the Common Stock is then traded on

an Eligible Market, on such Eligible Market, as reported by Bloomberg.

“Sarbanes-Oxley

Act” shall have the meaning assigned to such term in Section 5.6(d).

“Section

4(a)(2)” shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities

Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Shares”

shall mean the shares of Common Stock that may be purchased by the Investor under this Agreement pursuant to one or more Purchase Notices.

“Short

Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange

Act.

“Structuring

Fee” shall have the meaning assigned to such term in Section 10.1(i).

“Subsidiary”

shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary

voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly

by the Company and/or any of its other Subsidiaries.

“Threshold

Price” means $0.50, which shall not be adjusted (proportionally or otherwise) for any forward stock split, reverse stock

split, stock combination, stock dividend, recapitalization, reorganization or other similar transaction involving the capital stock of

the Company that occurs on or after the date of the Agreement.

“Total

Commitment” shall have the meaning assigned to such term in Section 2.1.

“Trading

Day” shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such

Eligible Market is open for “regular” trading, including any day on which the Trading Market (or such Eligible Market, as

applicable) is open for “regular” trading for a period of time less than the customary “regular” trading period.

“Trading

Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto).

“Transaction

Documents” means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto, the Registration

Rights Agreement, and the exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or

furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

“Variable

Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents

either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices

of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion,

exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security

or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market

for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions,

but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other

similar transaction), or (ii) issues or sells any equity or debt securities, including, without limitation, Common Stock or Common Stock

Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity

security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the

market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend,

stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or

other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection

with a “fundamental transaction”) that provides for the issuance of additional equity securities of the Company or the payment

of cash by the Company or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” or “at

the market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the

Company may sell Common Stock or Common Stock Equivalents at a future determined price.

“VWAP”

means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg through

its “AQR” function; provided, however, that (i) the calculation of the dollar volume-weighted average price

for the Common Stock for the Market Open Purchase Period for each Market Open Purchase shall exclude each of the following transactions,

to the extent they occur during such Market Open Purchase Period (as applicable): (A) the opening or first purchase of Common Stock at

or following the official open of such primary (or “regular”) trading session that is reported in the consolidated system

on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or “regular”)

trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (C) provided the Company shall

have specified a Limit Order Continue Election in the applicable Market Open Purchase Notice for such Market Open Purchase, all sales

of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Market Open Purchase Period at a Sale Price

that is less than the applicable Market Open Purchase Minimum Price Threshold for such Market Open Purchase; (ii) the calculation of

the dollar volume-weighted average price for the Common Stock for the Intraday Purchase Period for each Intraday Purchase shall exclude

each of the following transactions, to the extent they occur during such Intraday Purchase Period (as applicable): (A) the opening or

first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session that is reported

in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such

primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable),

and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable Intraday Purchase Notice for such

Intraday Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase

Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price Threshold for such Intraday Purchase; (iii) provided

the Company shall have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase,

the calculation of the dollar volume-weighted average price for the Common Stock for the Pre-Market Purchase Period for each Pre-Market

Purchase shall exclude all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market

Purchase Period at a Sale Price that is less than the applicable Pre-Market Purchase Minimum Price Threshold for such Pre-Market Purchase;

and (iv) provided the Company shall have specified a Limit Order Continue Election in the applicable Post-Market Purchase Notice for

such Post-Market Purchase, the calculation of the dollar volume-weighted average price for the Common Stock for the Post-Market Purchase

Period for each Post-Market Purchase shall exclude all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable)

during such Post-Market Purchase Period at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold

for such Post-Market Purchase. All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction.

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT

CLOSING

CERTIFICATE

May

15, 2026

The

undersigned, the Chief Financial Officer of Flux Power Holdings, Inc., a Nevada corporation (the “Company”),

delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of May 15, 2026 (the “Agreement”),

by and between the Company and Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”),

and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in

the Agreement):

Attached hereto as Exhibit A is a true, complete and correct copy of the Second Amended and Restated Articles of Incorporation

of the Company, as amended through the date hereof, as filed with the Secretary of State of the State of Nevada (the “Articles

of Incorporation”). The Articles of Incorporation of the Company has not been further amended or restated, and no document

with respect to any amendment to the Articles of Incorporation of the Company has been filed in the office of the Secretary of State

of the State of Nevada since the date shown on the face of the state certification relating to the Company’s Articles of Incorporation,

which is in full force and effect on the date hereof, and no action has been taken by the Company in contemplation of any such amendment

or the dissolution, merger or consolidation of the Company.

Attached hereto as Exhibit B is a true and complete copy of the Amended and Restated Bylaws of the Company, as amended through,

and as in full force and effect on, the date hereof (the “Bylaws”), and no proposal for any amendment, repeal

or other modification to the Bylaws of the Company has been taken or is currently pending before the Board of Directors or stockholders

of the Company.

The Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not

been amended, rescinded or modified and remains in full force and effect as of the date hereof. Attached hereto as Exhibit C are

true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company on May 7, 2026.

Each person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents

to which the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact,

and the signature of each such person appearing on any such document is his genuine signature.

WITNESS WHEREOF, I have signed my name as of the date first above written.

Name:

Kevin Royal

Title:

Chief Financial Officer

EXHIBIT

COMPLIANCE

CERTIFICATE

The

undersigned, the [●] of Flux Power Holdings, Inc., a Nevada corporation (the “Company”), delivers this

certificate in connection with the Common Stock Purchase Agreement, dated as of May 15, 2026 (the “Agreement”),

by and between the Company and Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”),

and hereby certifies on the date hereof that, to the best of his knowledge after reasonable investigation, on behalf of the Company (capitalized

terms used herein without definition have the meanings assigned to them in the Agreement):

The undersigned is the duly appointed [●] of the Company.

Except as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article V of

the Agreement (i) that are not qualified by “materiality” or “Material Adverse Effect” are true and correct in

all material respects as of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the Commencement

Date] [the date hereof], except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties are true and correct in all material respects as of such other date and (ii) that are qualified by “materiality”

or “Material Adverse Effect” are true and correct as of [the Commencement Date] [the date hereof] with the same force and

effect as if made on [the Commencement Date] [the date hereof], except to the extent such representations and warranties are as of another

date, in which case, such representations and warranties are true and correct as of such other date.

The Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by

the Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company [at or prior to Commencement][on

or prior to the date hereof].

The Shares issuable in respect of each Purchase Notice effected pursuant to the Agreement shall be delivered to the Investor electronically

as DWAC Shares, and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions

maintained against such Shares.

As of [the Commencement Date][the date hereof], the Company does not possess any material non-public information.

As of [the Commencement Date][the date hereof], the Company has reserved out of its authorized and unissued Common Stock, [●] shares

of Common Stock solely for the purpose of issuing Shares pursuant to Purchases effected under the Agreement.

No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been

issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Knowledge of

the Company, threatened by the Commission.

The

undersigned has executed this Certificate this [●] day of [●], 202[●].

By:

Name:

Title:

DISCLOSURE

SCHEDULE

RELATING

TO THE COMMON STOCK

PURCHASE

AGREEMENT, DATED AS OF MAY 15, 2026

BETWEEN

FLUX POWER HOLDINGS, INC. AND ROTH PRINCIPAL INVESTMENTS, LLC

This

disclosure schedule is made and given pursuant to Article V of the Common Stock Purchase Agreement, dated as of May 15, 2026 (the “Agreement”),

by and between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and Roth Principal Investments,

LLC, a Delaware limited liability company. Unless the context otherwise requires, all capitalized terms are used herein as defined in

the Agreement. The numbers below correspond to the section numbers of representations and warranties in the Agreement most directly modified

by the below exceptions.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

This

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 15, 2026, is by and between Roth Principal

Investments, LLC, a Delaware limited liability company (the “Investor”), and Flux Power Holdings, Inc., a Nevada

corporation (the “Company”).

RECITALS

A. The

Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase

Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $40,000,000

in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common

Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided

for therein.

B. Pursuant

to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and

deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable

Securities (as defined herein) as set forth herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement,

and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound

hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

Capitalized

terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in

this Agreement, the following terms shall have the following meanings:

(a) “Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

(b) “Allowable

Grace Period” shall have the meaning assigned to such term in Section 3(p).

Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d) “Business

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

or required by law to remain closed.

(e) “Claims”

shall have the meaning assigned to such term in Section 6(a).

(f) “Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

(g) “Common

Stock” shall have the meaning assigned to such term in the recitals to this Agreement.

(h) “Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

(i) “Company

Party” shall have the meaning assigned to such term in Section 6(b).

(j) “Effective

Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

(k) “Effectiveness

Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the

earlier of (A) the sixtieth (60th) calendar day immediately after the Filing Deadline with respect to the Initial Registration

Statement, if the Initial Registration Statement is subject to review by the Commission, and (B) if the Company is notified (orally or

in writing) by the Commission that the Initial Registration Statement will not be reviewed by the Commission, the fifth (5th)

Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration

Statement will not be reviewed by the Commission, and (ii) with respect to any New Registration Statements that may be required to be

filed by the Company pursuant to this Agreement, the earlier of (A) the sixtieth (60th) calendar day immediately after the

Filing Deadline with respect to such New Registration Statement, if such New Registration Statement is subject to review by the Commission,

and (B) if the Company is notified (orally or in writing) by the Commission that such New Registration Statement will not be reviewed

by the Commission, the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is

earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission.

(l) “Filing

Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the

tenth (10th) Business Day after the date of this Agreement and (ii) with respect to any New Registration Statements that may

be required to be filed by the Company pursuant to this Agreement, the tenth (10th) Business Day following the sale of substantially

all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement,

as applicable, or such other date as permitted by the Commission.

(m) “FINRA

Filing” shall have the meaning assigned to such term in the Purchase Agreement.

(n) “Indemnified

Damages” shall have the meaning assigned to such term in Section 6(a).

(o) “Initial

Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(p) “Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

(q) “Investor

Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).

(r) “Legal

Counsel” shall have the meaning assigned to such term in Section 2(b).

(s) “New

Registration Statement” shall have the meaning assigned to such term in Section 2(c).

(t) “Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

(u) “Prospectus”

means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement,

as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

(v) “Prospectus

Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule

424(b) under the Securities Act, including the documents incorporated by reference therein.

(w) “Purchase

Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(x) “register,”

“registered,” and “registration” refer to a registration effected by preparing and

filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness

of such Registration Statement(s) by the Commission.

(y) “Registrable

Securities” means all of (i) the Shares and (ii) any capital stock of the Company issued or issuable with respect to such

Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event

or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares

of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each case until such time

as such securities cease to be Registrable Securities pursuant to Section 2(f).

(z) “Registration

Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering

the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented

from time to time, including all documents filed as part thereof or incorporated by reference therein.

(aa) “Registration

Period” shall have the meaning assigned to such term in Section 3(a).

(bb) “Rule

144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of

the Company to the public without registration.

(cc) “Rule

415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

(dd) “Staff”

shall have the meaning assigned to such term in Section 2(c).

(ee) “Suspension”

shall have the meaning assigned to such term in Section 3(g)(i).

(ff) “Violations”

shall have the meaning assigned to such term in Section 6(a).

2. Registration.

(a) Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the

Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of the maximum

number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations

and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act

at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Initial

Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially

the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial Registration

Statement declared effective by the Commission as soon as reasonably practicable, but in no event later than the applicable Effectiveness

Deadline.

(b) Legal

Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review, solely on its behalf,

any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Reed Smith LLP, or such other

counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall

have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection with

the transactions contemplated hereby.

Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed

pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file

with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the

Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission

(“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s)

to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New

Registration Statement”), but in no event later than the applicable Filing Deadline for such New Registration Statement(s).

The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as

reasonably practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline

for such New Registration Statement.

(d) No

Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration

Statement pursuant to Section 2(a) or Section 2(c).

(e) Offering.

If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement

as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales

by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after

the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or

the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce

the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel

as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such

Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after

giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration

Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing

market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement,

the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule

477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration

Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not

permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or

the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In

the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts

to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable

Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are

available for use by the Investor.

(f) Any

Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration

Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has

been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company

or one of its Subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the effective date

of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st)

anniversary of the date of the last sale of any Registrable Securities by the Company to the Investor pursuant to the Purchase Agreement.

3. Related

Obligations.

The

Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the

intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following

obligations:

(a) The

Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one

or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later

than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such Registration

Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline

therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained

therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and

not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities

covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the

Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after

the date of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to

the contrary contained in this Agreement (but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when

filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)

and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration

Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or

necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not

misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that

no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular

Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and

date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.

(b) Subject

to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission

such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus

used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the

Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current

and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with

the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered

by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the

intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that

(i) at or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration

Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in

accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration

Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any one or more Purchases are material

to the Company (individually or collectively), the material terms of which have not previously been described in the Prospectus or any

Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act (or in any periodic report, statement, schedule

or other document filed by the Company with the Commission under the Exchange Act and incorporated by reference in the Registration Statement

and the Prospectus), or if otherwise required under the Securities Act (or the public written interpretive guidance of the Staff of the

Commission relating thereto), in each case as reasonably and mutually determined by the Company and the Investor, then, no later than

(i) 9:00 a.m., New York City time, on the Purchase Date for any such Market Open Purchase and/or Pre-Market Purchase (as applicable)

and (ii) as soon as reasonably practicable on the Purchase Date for any such Intraday Purchase(s) and/or Post-Market Purchase (as applicable),

the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such

Purchase(s) requiring such filing, disclosing the total number of Shares that are to be issued and sold to the Investor pursuant to such

Purchase(s), the total Purchase Price for the Shares subject thereto, the applicable Purchase Price(s) for such Shares and the estimated

net proceeds to be received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or

a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the

information described in the immediately preceding sentence relating to all Purchases effected and settled during the relevant fiscal

quarter (as applicable) and shall file such Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the Commission within

the applicable time period prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration

Statement on Form S-1 or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation,

pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under

the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable,

or shall promptly file such amendments or supplements to the Registration Statement or Prospectus with the Commission, for the purpose

of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus

(including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of

the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may

be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus

(including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities

Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.

Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two (2) Business

Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without

limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such

reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments

of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained

therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission

or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to

exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed

with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including,

without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor,

and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included

in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish

any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available

on EDGAR.

(d) Without

limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,

(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any

amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated

therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,

one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such

other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation,

copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order

to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required

to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document

is available on EDGAR.

(e) The

Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification

applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or

“Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such

amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may

be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably

necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all

other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in

any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation

in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify

Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or

qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in

the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f) The

Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after

becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an

untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission

and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies

as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing

(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective

amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile

or e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a Registration

Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or

supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination

that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission

or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment

or supplement thereto or any related Prospectus. The Company shall also advise the Investor promptly (but in no event later than 24 hours)

and shall confirm such advice in writing of the Company becoming aware of the happening of any event, which makes any statement made

in the FINRA Filing untrue or which requires the making of any additions to or changes to the statements then made in the FINRA Filing

in order to comply with FINRA Rules 5110 and 5121. The Company shall respond as promptly as reasonably practicable to any comments received

from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation

of the Company under the Purchase Agreement.

(g) The

Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued (each, a “Suspension”), to obtain the withdrawal of such order or suspension as soon as practicable

and (ii) notify Legal Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice

of the initiation or threat of any proceeding.

(h) The

Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)

disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information

is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in

such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or

other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made

generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company

agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental

body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i) Without

limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either

to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure

designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The

Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j) The

Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable

Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations

or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor

may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any

issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that it will resell such DWAC Shares only pursuant

to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution”

in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations,

including, without limitation, any applicable prospectus delivery requirements of the Securities Act. At the time such DWAC Shares are

offered and sold pursuant to the Registration Statement, such DWAC Shares shall be free from all restrictive legends and may be transmitted

by the Company’s transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.

(k) Upon

the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and

subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor

reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,

information with respect to the number of Registrable Securities being offered or sold, the Purchase Price being paid therefor and any

other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus

Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective

amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested

by the Investor.

(l) The

Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(m) The

Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)

as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form

complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning

not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration

Statement.

(n) The

Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(o) Within

one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the

Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in substantially

the form attached hereto as Exhibit A or such form as shall be reasonably acceptable to the transfer agent.

(p) Notwithstanding

anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective Date

of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus

that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant

to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities)

if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the

Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially

adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B)

such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make

it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement

any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other

material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely

affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event shall the

Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds twenty (20)

consecutive Trading Days or an aggregate of sixty (60) Trading Days in any 365-day period; and provided, further, the Company

shall not effect any such suspension during (A) the first ten (10) consecutive Trading Days after the Effective Date of the particular

Registration Statement or (B) the five-Trading Day period commencing on the Purchase Date for each Purchase under the Purchase Agreement.

Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but

in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of

sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated

in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless

such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p),

the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the

Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor

and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular

Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace

Period and for which the Investor has not yet settled.

4. Obligations

of the Investor.

(a) At

least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which

the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect

to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant

to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information

regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by

it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall

execute such documents in connection with such registration as the Company may reasonably request.

(b) The

Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company

in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company

in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

Investor agrees that, upon receipt of any notice from the Company of the occurrence of any Suspension or happening of any event of the

kind described in Section 3(p) or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities

pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the

supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement

or amendment is required or notice from the Company of the withdrawal or lifting of such Suspension, as applicable. Notwithstanding anything

to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor

in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the

Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the occurrence of

any Suspension or happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the

Investor has not yet settled.

(d) The

Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable

to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

5. Expenses

of Registration.

Each

party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. For the avoidance of doubt, the

Company shall pay for all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of

counsel for the Company; and the Investor shall pay any sales or brokerage commissions and fees and disbursements of counsel for, and

other expenses of, the Investor incurred in connection with the registrations, filings or qualifications pursuant to Section 2 and 3,

and all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with the sale

of the Securities pursuant hereto.

6. Indemnification.

(a) In

the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted

by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, its Broker-Dealer, each of their respective

directors, officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who

controls the Investor or its Broker-Dealer within the meaning of the Securities Act or the Exchange Act and each of the directors, officers,

stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor

Party” and collectively, the “Investor Parties”), against any losses, obligations, claims, damages,

liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’

fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)

reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken

from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether

pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement

or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities

or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),

or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or

supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make

the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading (the matters

in the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(e), the Company

shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable and documented

out-of-pocket legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not

apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information

furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation

of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby

acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished

to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);

(ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to

be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including, without

limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available

by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus no

grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is

effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the

transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(b) In

connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act (each, a “Company Party”), against any Claim or Indemnified Damages to which

any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages

arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance

upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in

connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged

and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the

Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject

to Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any reasonable, documented

out-of-pocket legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such

Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution

contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor

shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to

the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus

Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company

Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action

or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company

Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver

to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate

in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control

of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the

case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain

its own counsel with the reasonable and documented out-of-pocket fees and expenses of such counsel to be paid by the indemnifying party

if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly

to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case

may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include

both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party

(as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent

such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as

the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying

party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such

counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying

party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties

or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the

indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish

to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates

to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised

at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable

for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the

indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written

consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or

other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party

or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall

not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence

shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated

to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating

to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable

time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company

Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced

in its ability to defend such action.

(d) No

Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable

Securities who is not guilty of fraudulent misrepresentation.

(e) The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment

pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court

of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f) The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company

Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

7. Contribution.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;

provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for

indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable

Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection

with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of

fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount

of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.

Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess

of the amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject

to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to

pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8. Reports

Under the Exchange Act.

With

a view to making available to the Investor the benefits of Rule 144, the Company agrees to:

(a) use

its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule

144;

(b) use

its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company

under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing

herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents

is required for the applicable provisions of Rule 144;

to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if

true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the

most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commission

if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor

to sell such securities pursuant to Rule 144 without registration; and

(d) take

such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant

to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions

to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate

with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9. Assignment

of Registration Rights.

Neither

the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder; provided,

however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby

the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment.

10. Amendment

or Waiver.

provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding

the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,

no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other

than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise

any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a

waiver thereof.

11. Miscellaneous.

(a) Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to

own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b) Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given

in accordance with Section 10.4 of the Purchase Agreement.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the

event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic

loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be

entitled by law or equity.

(d) All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of New York, without giving effect to any law or rule (whether of the State of New York or any other jurisdictions) that

would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits

to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any

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

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

court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. 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 to such party at the address for such 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 any provision of this Agreement shall be invalid or unenforceable

in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement

in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) The

Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof

and supersede all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely

with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject

matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without

implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner

whatsoever (i) the conditions precedent to a Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s

obligations under the Purchase Agreement.

(f) This

Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not

for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors

and the Persons referred to in Sections 6 and 7 hereof.

(g) The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h) This

Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile signature

or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i) Each

party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such

other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j) The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party.

[Signature

Pages Follow]

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be

duly executed as of the date first written above.

THE

COMPANY:

FLUX

POWER HOLDINGS, INC.

By:

/s/

Kevin Royal

Name:

Kevin

Royal

Title:

Chief

Financial Officer

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be

duly executed as of the date first written above.

THE

INVESTOR:

ROTH

PRINCIPAL INVESTMENTS, LLC

By:

/s/

Joe Tonnos

Name:

Joe

Tonnos

Title:

Co-President

EXHIBIT

FORM

OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

Equiniti

Trust Company LLC

ATTN:

Direct Transfer Compliance

1110

Centre Point Curve, Suite 101

Mendota

Heights, MN 55120

Re: Flux

Power Holdings, Inc.

Ladies

and Gentlemen:

have acted as counsel to Flux Power Holdings, Inc., a Nevada corporation (the “Company”), in connection with

that certain Common Stock Purchase Agreement, dated as of May 15, 2026 (the “Purchase Agreement”), entered

into by and between the Company and the Investor named therein (the “Holder”), pursuant to which the Company

has issued and may issue to the Holder from time to time shares of the Company’s common stock, par value $0.001 per share (the

“Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights

Agreement, dated as of May 15, 2026, with the Holder (the “Registration Rights Agreement”), pursuant to which

the Company agreed, among other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the

Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection

with the Company’s obligations under the Registration Rights Agreement, on [●], 2026, the Company filed a Registration Statement

on Form S-1 (File No. 333-[●]) (the “Registration Statement”) with the Securities and Exchange Commission

(the “Commission”) relating to the resale by the holder of Registrable Securities and which names the Holder

as an underwriter and a selling stockholder thereunder.

connection with the foregoing, we advise you that the Registration Statement has become effective under the Securities Act; and no stop

order suspending its effectiveness has been issued and no proceedings for that purpose are pending or threatened by the Commission. The

statement with respect to effectiveness of the Registration Statement under the Securities Act is based solely on the Notice of Effectiveness

relating to the Registration Statement issued by the Commission or published by the Commission on its website, as applicable. The statement

with respect to no stop order suspending the effectiveness of the Registration Statement having been issued and no proceedings for that

purpose being pending or threatened by the Commission is based solely on the review, by lawyers in our firm actively engaged in our representation

of the Company in this matter, of the Commission’s “Stop Orders” web page (http://www.sec.gov/litigation/stoporders.shtml)

at [●], Eastern Time, on the date hereof.

This

letter is limited in all respects to the federal securities laws of the United States of America. We express no opinion as to matters

relating to state securities laws or Blue Sky laws.

assume no obligation to update this letter with respect to matters occurring subsequent to the date hereof.

This

letter is addressed to you and is solely for your benefit and made only in connection with the transactions contemplated by the Registration

Rights Agreement. This letter may not be relied upon by you for any other purpose or furnished to, circulated, quoted or relied upon

by any other person or entity other than you for any purpose without our prior written consent solely for the benefit of the person to

whom it is addressed; accordingly, it may not be quoted, filed with any governmental authority or other regulatory agency or otherwise

circulated or utilized for any purposes without our prior written consent.

Very

truly yours,

[ISSUER’S

COUNSEL]

By:

cc:

Roth

Principal Investments, LLC

EXHIBIT

SELLING

STOCKHOLDER

This

prospectus relates to the offer and sale by Roth Principal Investments of up to 38,461,538 shares of our common stock that may be issued

by us to Roth Principal Investments under the Purchase Agreement. For additional information regarding the shares of our common stock

included in this prospectus, see the section titled “The Committed Equity Facility” above. We are registering the

shares of our common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into

with Roth Principal Investments on May 15, 2026 in order to permit the Selling Stockholder to offer the shares of common stock included

in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration

Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus,

Roth Principal Investments has not had any material relationship with us within the past three years. As used in this prospectus, the

term “Selling Stockholder” means Roth Principal Investments, LLC.

The

table below presents information regarding the Selling Stockholder and the shares of our common stock that may be resold by the Selling

Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder,

and reflects holdings as of [●], 2026. The number of shares in the column “Maximum Number of Shares of common stock to be

Offered Pursuant to this Prospectus” represents all of the shares of our common stock being offered for resale by the Selling Stockholder

under this prospectus. The Selling Stockholder may sell some, all or none of the shares of common stock being offered for resale in this

offering. We do not know how long the Selling Stockholder will hold the shares before selling them and, except as set forth in the section

titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware of any existing arrangements

between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution

of the shares of our common stock being offered for resale by this prospectus.

Beneficial

ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of our common

stock with respect to which the Selling Stockholder has sole or shared voting and investment power. Because the Purchase Price to be

paid by the Selling Stockholder for shares of our common stock, if any, that we may elect to sell to the Selling Stockholder in one or

more Purchases from time to time under the Purchase Agreement will be determined on the applicable Purchase Dates therefor, the actual

number of shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement may be fewer than the number

of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Stockholder of all of the

shares of our common stock being offered for resale pursuant to this prospectus.

Name of Selling Stockholder

Number

of Shares of Common Stock Owned Prior to Offering

Maximum

Number of Shares of Common Stock to be Offered Pursuant to this Prospectus

Number

of Shares of Common Stock Owned After Offering

Number(1)

Percent

Number(2)

Percent

Roth Principal Investments, LLC(3)

—

38,461,538

—

(1) In

accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of

shares of common stock beneficially owned prior to the offering all of the shares of common

stock that Roth Principal Investments may be required to purchase under the Purchase Agreement,

because the issuance of such shares is solely at our discretion and is subject to conditions

contained in the Purchase Agreement, the satisfaction of which are entirely outside of Roth

Principal Investments’ control, including the registration statement that includes

this prospectus becoming and remaining effective. Furthermore, the Purchases of common stock

under the Purchase Agreement are subject to certain agreed upon maximum amount limitations

set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing

and selling any shares of common stock to Roth Principal Investments to the extent such shares,

when aggregated with all other shares of common stock then beneficially owned by Roth Principal

Investments, would cause Roth Principal Investments’ beneficial ownership of our common

stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits

us from issuing or selling shares of our common stock under the Purchase Agreement in excess

of the 19.999% Exchange Cap, unless we obtain stockholder approval to do so, or unless the

average price for all shares of our common stock purchased by Roth Principal Investments

under the Purchase Agreement equals or exceeds $1.2143 per share, such that the Exchange

Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership

Limitation nor the Exchange Cap (to the extent applicable under Nasdaq) may be amended or

waived under the Purchase Agreement.

(2) Assumes

the sale of all shares of common stock being offered pursuant to this prospectus.

(3) The

business address of Roth Principal Investments, LLC (“Roth Principal Investments”)

is 2340 Collins Avenue, Suite 402, Miami Beach, Florida 33139. The principal business of

Roth Principal Investments is that of a private investor. Roth Principal Investments is a

wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly

disclaims beneficial ownership of securities held of record by Roth Principal Investments,

except to the extent of its pecuniary interest therein. All voting and investment decisions

with respect to securities held of record by Roth Principal Investments are made by majority

vote of an investment policy committee of Roth Principal Investments composed of five individuals,

each of whom is not involved in the management of CRFH and at least three of whom are not

affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered

broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”),

and a wholly owned subsidiary of CRFH. We have been advised that neither CRFH nor Roth Principal

Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal

Investments and RCP is a wholly owned subsidiary of CRFH, Roth Principal Investments is deemed

to be an affiliate of RCP. RCP will act as an executing broker that will effectuate resales

of our common stock that may be acquired by Roth Principal Investments from us pursuant to

the Purchase Agreement to the public in this offering. See “Plan of Distribution

(Conflict of Interest)” for more information about the relationship between Roth

Principal Investments and RCP.

PLAN

OF DISTRIBUTION (CONFLICT OF INTEREST)

The

shares of our common stock offered by this prospectus are being offered by the Selling Stockholder, Roth Principal Investments, LLC.

The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers,

dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing

market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by

this prospectus could be effected in one or more of the following methods:

● ordinary

brokers’ transactions;

● transactions

involving cross or block trades;

● through

brokers, dealers, or underwriters who may act solely as agents;

● “at

the market” into an existing market for our common stock;

● in

other ways not involving market makers or established business markets, including direct

sales to purchasers or sales effected through agents;

● in

privately negotiated transactions; or

● any

combination of the foregoing.

order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed

brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale

in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Roth

Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Roth

Principal Investments has informed us that it presently anticipates using, but is not required to use, Roth Capital Partners, LLC (“RCP”),

a registered broker-dealer and FINRA member and an affiliate of Roth Principal Investments, as a broker to effectuate resales, if any,

of our common stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered

broker-dealers to effectuate resales, if any, of such common stock that it may acquire from us, although, as of the date of this prospectus,

it does not anticipate engaging any such other registered broker-dealers. Such resales will be made at prices and at terms then prevailing

or at prices related to the then current market price. Each such registered broker-dealer, including RCP, will be an underwriter within

the meaning of Section 2(a)(11) of the Securities Act. Roth Principal Investments has informed us that RCP, and any other broker-dealer

it may engage to effectuate resales of our common stock on its behalf (as the case may be), may receive commissions from Roth Principal

Investments for executing such resales for Roth Principal Investments and, if so, such commissions will not exceed customary brokerage

commissions.

Roth

Principal Investments is an affiliate of RCP, a registered broker-dealer and FINRA member, which will act as an executing broker that

will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement

to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common

stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121.

Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified

independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes

this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Digital

Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter

in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and

exercise the usual standards of “due diligence” with respect thereto. We have agreed to pay directly to Digital Offering

an aggregate cash fee of $50,000 as consideration for its services in connection with acting as the qualified independent underwriter

in this offering. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in this offering.

In accordance with FINRA Rule 5110, such cash fee to be paid to Digital Offering for acting as the qualified independent underwriter

in this offering, is deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments

to the public. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account

over which it exercises discretionary authority without the prior specific written approval of the account holder.

Except

as set forth above, we know of no existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter

or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

Brokers,

dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive

compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent,

of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by

any such purchasers of shares of our common stock sold by the Selling Stockholder may be less than or in excess of customary commissions.

Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers

of shares of our common stock sold by the Selling Stockholder.

may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which

this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required

under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling

Stockholder, including with respect to any compensation paid or payable by the Selling Stockholder to any brokers, dealers, underwriters

or agents that participate in the distribution of such shares by the Selling Stockholder, and any other related information required

to be disclosed under the Securities Act.

will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock by

the Selling Stockholder covered by this prospectus. We estimate that the total expenses for the offering will be approximately $[●].

consideration for its irrevocable commitment to purchase our common stock at our direction under the Purchase Agreement, we agreed to

(i) pay to Roth Principal Investments a cash “structuring fee” of $25,000, at or prior to the execution of the Purchase Agreement

and the Registration Rights Agreement, and (ii) pay to Roth Principal Investments a cash commitment fee in the amount of $800,000, which

is equal to 2.0% of Roth Principal Investments’ $40,000,000 total dollar amount purchase commitment under the Purchase Agreement.

The $800,000 cash commitment fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total

aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected

under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate

amount in cash equal to $800,000, representing the entire cash commitment fee payable to Roth Principal Investments pursuant to this

Agreement. In accordance with FINRA Rule 5110, the $25,000 cash “structuring fee” we paid to Roth Principal Investments at

or prior to our execution of the Purchase Agreement and Registration Rights Agreement and the $800,000 cash commitment fee are deemed

to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $75,000 upon our execution

of the Purchase Agreement and Registration Rights Agreement and the Additional Investor Legal Fee Reimbursement Amount of up to $7,500

per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights

Agreement. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection

with sales of our common stock by Roth Principal Investments to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed

discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our

common stock that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday

Purchases under the Purchase Agreement, and the 5.25% fixed discount to current market prices of our common stock reflected in the purchase

prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one

or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, in each case are deemed to be underwriting

compensation in connection with sales of our common stock by Roth Principal Investments to the public.

also have agreed to indemnify Roth Principal Investments and certain other persons against certain liabilities in connection with the

offering of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is

unavailable, to contribute amounts required to be paid in respect of such liabilities. Roth Principal Investments has agreed to indemnify

us against liabilities under the Securities Act that may arise from certain written information furnished to us by Roth Principal Investments

specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of

such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers,

and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed

in the Securities Act and is therefore, unenforceable.

Roth

Principal Investments has represented to us that at no time prior to the date of the Purchase Agreement has Roth Principal Investments,

any of its officers, or any entity managed or controlled by Roth Principal Investments, engaged in or effected, in any manner whatsoever,

directly or indirectly, for Roth Principal Investments’ own principal account or for the principal account of any such entity managed

or controlled by Roth Principal Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act)

of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock that remained

in effect as of the date of the Purchase Agreement. Roth Principal Investments has agreed that during the term of the Purchase Agreement,

none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter

into or effect, directly or indirectly, any of the foregoing transactions either for Roth Principal Investments’ own principal

account or for the principal account of any such entity managed or controlled by Roth Principal Investments.

have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain

exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates

in the distribution from bidding for or purchasing or attempting to induce any person to bid for or purchase any security which is the

subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order

to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability

of the securities offered by this prospectus.

This

offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholder.

Our

common stock is currently listed on Nasdaq under the symbol “FLUX”.

RCP,

an affiliate of Roth Principal Investments, from time to time in the future may provide various investment banking and other financial

services for us and/or one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and

Registration Rights Agreement and the offering of shares for resale by Roth Principal Investments to which this prospectus relates, for

which investment banking and other financial services RCP may receive customary fees, commissions and other compensation from us, aside

from any discounts, fees and other compensation that Roth Principal Investments and RCP have received and may receive in connection with

the transactions contemplated by the Purchase Agreement, including (i) the $25,000 cash “structuring fee” we paid to Roth

Principal Investments and the $800,000 cash commitment fee we have agreed to pay or cause to be paid to Roth Principal Investments, in

each case as consideration for its irrevocable commitment to purchase shares of our common stock from us at our direction under the Purchase

Agreement, (ii) the 3.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth

Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Market Open Purchases

and/or one or more Intraday Purchases under the Purchase Agreement, (iii) the 5.25% fixed discount to current market prices of our common

stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase

from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement,

(iv) our reimbursement of Roth Principal Investments’ legal fees up to $165,000 in the aggregate ($75,000 upon execution of the

Purchase Agreement and $7,500 per fiscal quarter for the maximum three-year term of the Purchase Agreement) in connection with the transactions

contemplated by the Purchase Agreement and the Registration Rights Agreement, and (iv) any customary brokerage commissions that may be

received by RCP from Roth Principal Investments for executing resales of our common stock purchased or acquired by Roth Principal Investments

from us pursuant to the Purchase Agreement to the public in this offering.

The

total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering,

as determined under FINRA Rule 5110, will not exceed 8.0% of the maximum aggregate offering price of all shares of our common stock that

may be resold by Roth Principal Investments to the public through this prospectus. Accordingly, the total amount of any specific item

of underwriting compensation described herein that may be received by any participating FINRA member in connection with this offering

shall, in each case, be subject to the limitation on the total underwriting compensation to be received by all participating FINRA members,

in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, described in the immediately preceding sentence.

EXHIBIT

The

business address of Roth Principal Investments, LLC (“Roth Principal Investments”) is 2340 Collins Avenue, Suite 402, Miami

Beach, Florida 33139. The principal business of Roth Principal Investments is that of a private investor. Roth Principal Investments

is a wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly disclaims beneficial ownership of securities

held of record by Roth Principal Investments, except to the extent of its pecuniary interest therein. All voting and investment decisions

with respect to securities held of record by Roth Principal Investments are made by majority vote of an investment policy committee of

Roth Principal Investments composed of five individuals, each of whom is not involved in the management of CRFH and at least three of

whom are not affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member

of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and a wholly owned subsidiary of CRFH. Neither CRFH nor Roth

Principal Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal Investments and RCP is a wholly

owned subsidiary of CRFH, Roth Principal Investments is deemed to be an affiliate of RCP. RCP will act as an executing broker that will

effectuate resales of common stock that may be acquired by Roth Principal Investments from the Company pursuant to the Purchase Agreement

to the public in this offering.

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