Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-032387

Filed: 2026-07-07

Period: 2026-07-07

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001716166

2026-07-07

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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): July 7, 2026 (June 30, 2026)

Vivos

Therapeutics, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39796

81-3224056

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

7921

Southpark Plaza, Suite 210

Littleton,

Colorado 80120

(Address

of principal executive offices) (Zip Code)

(866)

908-4867

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

VVOS

The

NASDAQ Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

June 30, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase

Agreement (the “PIPE SPA”) with V-Co Investors 4 LLC, a Wyoming limited liability company (“V-Co 4”)

and Bigger Capital Fund, LP (“Bigger”). V-Co 4 is a holder of more than 9.99% of the Company’s issued and outstanding

common stock, par value $0.0001 per share (the “Common Stock”) and may be deemed an affiliate of the Company. V-Co 4 and

Bigger are collectively referred to herein as the “Investors.” R. Kirk Huntsman, the Company’s Chairman and

Chief Executive Officer, participated in the PIPE Offering indirectly through V-Co 4, in which he holds membership interests. Mr. Huntsman’s

indirect participation represents approximately $50,000 of the aggregate purchase price paid by V-Co 4, corresponding to 85,910 shares

of Preferred Stock and Warrants to purchase 85,910 shares of Common Stock included within the securities purchased of record by V-Co

4, in each case on the same terms and conditions applicable to the Investors generally.

Pursuant

to the PIPE SPA, the Company sold an aggregate of 3,608,496 units (the “Units”), at a purchase price of $0.582

per Unit, with each Unit consisting of (i) one share of Series A Convertible Preferred Stock, par value $0.0001 per share and with

a stated value of $0.456 per share (the “Preferred Stock”), convertible into one share of Common Stock on

a one-for-one basis, (ii) Common Stock purchase warrants (collectively, the “Warrants”) to purchase a number of

shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included

in such Unit, and (iii) two transferable subscription rights in respect of each Unit (each, a “Right” and, collectively,

the “Rights”), issuable as an inducement to the Investors to fund their subscription amounts on an accelerated timeframe,

with two Rights per Unit reflecting funding in full on or prior to June 30, 2026 under the inducement schedule set forth in the PIPE

SPA. The Rights will be offered and distributed solely pursuant to a registration statement registering the Rights (the “Rights

Registration Statement”), and the Company’s obligation to issue the Rights, and the Investors’ right to receive

or exercise the Rights, is expressly conditioned upon the Securities and Exchange Commission declaring the Rights Registration Statement

effective. No Rights were issued, distributed or exercisable at the closing of the PIPE Offering.

The

$0.582 per Unit purchase price comprises $0.457 attributable to the share of Preferred Stock included in such Unit and $0.125

attributable to the Warrant included in such Unit.

Such $0.125 per Warrant Share was included for purposes of satisfying the “Minimum Price” requirement of Nasdaq Listing

Rule 5635(d), but not in determining the exercise price of the Warrants. The $0.456 Market Price

was calculated as the lower of (i) the Nasdaq official closing price of the Common Stock on the trading day

immediately preceding the date of the PIPE SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five

trading days immediately preceding the date of the PIPE SPA. The $0.582 per Unit purchase price

accordingly exceeds the sum of the $0.456 Market Price and the $0.125 per Warrant Share attribution. The PIPE Offering closed

on June 30, 2026. The aggregate purchase price for the securities sold in the PIPE Offering was approximately $2.1 million. The

Company received $1,000,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,000,000 previously funded by

V-Co 4 under a previously reported bridge promissory note entered into by the Company and V-Co 4 on May 7, 2026 (the

“Bridge Note”) automatically converted into the PIPE Offering. The gross proceeds funded under the Bridge Note

exclude an original issue discount of $100,000 paid by the Company in connection with previous funding under the Bridge Note. The

Company intends to use the net proceeds from the PIPE Offering for general working capital purposes. No placement agent was used in

connection with the PIPE Offering.

The

Warrants have an exercise price of $0.456 per share and became exercisable immediately as of the date of issuance, have a term

of five years and contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations

preventing (i) V-Co 4 and its affiliates from exercising Warrants to the extent such exercise would result in V-Co 4 and its affiliates

beneficially owning in excess of 19.99% of the then outstanding Common Stock, and (ii) Bigger and its affiliates from exercising Warrants

to the extent such exercise would result in Bigger and its affiliates beneficially owning in excess of 9.99% (or, at Bigger’s election,

4.99%) of the then outstanding Common Stock.

The

terms of the PIPE SPA and the Registration Rights Agreement (the “RRA”) require the Company to file a registration

statement on Form S-3 or other appropriate form (the “Resale Registration Statement”) registering the shares of Common

Stock issuable upon conversion of the Preferred Stock (the “Conversion Shares”) and the shares of Common Stock issuable

upon exercise of the Warrants (the “Warrant Shares” and, together with the Conversion Shares, the “Registrable

Securities”) for resale no later than 45 days of the closing of the PIPE Offering and to use commercially reasonable best efforts

to cause the Resale Registration Statement to be effective within 90 days of the closing of the PIPE Offering. The Company must also

use its reasonable best efforts to keep the Resale Registration Statement continuously effective (including by filing a post-effective

amendment to the Resale Registration Statement or a new registration statement if the Resale Registration Statement expires) until all

Registrable Securities covered by such Resale Registration Statement have been sold, or may be sold pursuant to Rule 144 without the

volume or other limitations of such rule, or are not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7)

under the Securities Act, subject to certain limitations specified in the RRA.

The

PIPE SPA further provides that the Company shall pay each Investor $50,000 for the fees and expenses of counsel incurred in connection

with the PIPE Offering. The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock

(the “COD”), which the Company filed with the Secretary of State of the State of Delaware on July 7, 2026, established

the Series A Convertible Preferred Stock and fixed the number of shares constituting such series and the designations, powers, preferences,

rights, qualifications, limitations and restrictions thereof, as more fully described in Item 5.03 below. The PIPE SPA, RRA and COD also

include standard representations, warranties, indemnifications, and covenants of the Company and the Investors.

The

foregoing descriptions of the Warrants, RRA, COD and PIPE SPA are not complete and are subject to and qualified in their entirety by

reference to the full text of such documents, which are filed as Exhibits 4.1, 4.2, 4.3, and 10.1 hereto, respectively, and incorporated

herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon

the representations of the Investors, the offer and sale of the Units, comprising the Preferred Stock and the Warrants, were made in

a private placement transaction exempt from registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act

and Rule 506(b) of Regulation D promulgated thereunder and corresponding provisions of state securities or “blue sky” laws.

The

Preferred Stock and the Warrants have not been registered under the Securities Act or any state securities laws and may not be offered

or sold in the United States absent registration with the Securities & Exchange Commission or an applicable exemption from the registration

requirements.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On July 7, 2026,

the Company filed the COD with the Secretary of State of the State of Delaware, thereby creating a new series of the Company’s

authorized preferred stock designated as “Series A Convertible Preferred Stock,” consisting of 7,500,000 authorized shares,

par value $0.0001 per share. The COD became effective upon filing.

Each

share of Preferred Stock has a stated value equal to the “Market Price” as defined in the purchase agreement pursuant

to which such share was issued, and shares of Preferred Stock issued pursuant to different purchase agreements may accordingly have different

stated values. For the shares of Preferred Stock issued in the PIPE Offering, the stated value is $0.456 per share, equal to the

lower of (i) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the PIPE

SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the date of

the PIPE SPA, determined in accordance with the Minimum Price requirements of Nasdaq Listing Rule 5635(d). Each share of Preferred

Stock is convertible, at the option of the holder, into one share of Common Stock on a one-for-one basis, subject to adjustment as set

forth in the COD. The conversion ratio is fixed and is not subject to any price-based reset, ratchet or other downward adjustment

based on the trading price of the Common Stock or subsequent issuances of securities by the Company, and is subject to adjustment only

for stock dividends, stock splits and similar events as set forth in the COD. No fractional shares of Common Stock will be issued upon

conversion; the Company will, at its election, pay cash in lieu of any final fraction or round up to the next whole share. The Preferred

Stock does not bear any stated, cumulative or preferential dividend; holders are entitled to receive dividends, on an as-if-converted-to-Common-Stock

basis (without regard to the beneficial ownership limitation described below), equal to and in the same form as dividends actually paid

on the Common Stock. The COD contains a beneficial ownership limitation that prohibits conversion of the Preferred Stock to the extent

that, after giving effect to such conversion, the applicable holder (together with its affiliates and other attribution parties) would

beneficially own in excess of 9.99% (or, upon a holder’s election made prior to the issuance of any shares of Preferred Stock to

such holder, 4.99% or 19.99%) of the shares of Common Stock outstanding immediately after giving effect to such conversion. A holder

may thereafter increase or decrease its beneficial ownership limitation upon 61 days’ prior notice to the Company, provided that

the limitation may in no event exceed 19.99%. Except as otherwise required by the Delaware General Corporation Law, the Preferred Stock

has no voting rights; however, for so long as any shares of Preferred Stock are outstanding, the Company may not, without the affirmative

vote of the holders of a majority of the then outstanding shares of Preferred Stock, (i) alter or change adversely the powers, preferences

or rights of the Preferred Stock or amend the COD, (ii) authorize or create any class of stock ranking senior to the Preferred Stock

as to dividends, redemption or distribution of assets upon a liquidation, (iii) amend the Company’s charter documents in any manner

that adversely affects any rights of the holders, (iv) increase the number of authorized shares of Preferred Stock, or (v) enter into

any agreement with respect to any of the foregoing. Upon any liquidation, dissolution or winding-up of the Company, holders of the Preferred

Stock are entitled to receive, for each share of Preferred Stock and before any distribution or payment to holders of junior securities

(including the Common Stock), an amount equal to the stated value of such share plus any accrued and unpaid dividends and any other amounts

then due and owing under the COD; a fundamental transaction is not deemed a liquidation for this purpose.

The

foregoing description of the COD does not purport to be complete and is subject to, and qualified in its entirety by reference to, the

full text of the COD, which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Common

Stock Warrant, dated June 30, 2026 by and between the Company and V-Co 4 and the Company and Bigger.

4.2

Registration

Rights Agreement, dated June 30, 2026, by and between the Company and V-Co 4 and the Company and Bigger.

4.3

Certificate

of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed with the Secretary of State

of the State of Delaware on July 7, 2026.

10.1

Securities

Purchase Agreement, dated June 30, 2026, by and between the Company and V-Co 4 and the Company and Bigger.

104

Cover

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

SIGNATURE

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.

VIVOS

THERAPEUTICS, INC.

Dated:

July 7, 2026

By:

/s/

Bradford Amman

Name:

Bradford

Amman

Title:

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

VIVOS

THERAPEUTICS, INC.

COMMON

STOCK PURCHASE WARRANT

Warrant

Shares: [ ]

Initial

Exercise Date: June 30, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME OF HOLDER] or

its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or

prior to 5:00 p.m. (New York City time) on June 30, [2031] (the “Termination Date”) but not thereafter, to subscribe

for and purchase from Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject

to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities

Purchase Agreement (the “Purchase Agreement”), dated June 30, 2026, between the Company and the purchasers signatory

thereto.

Section

2. Exercise.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[ ], subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

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

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

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

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

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

Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s

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

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

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

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

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

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

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

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

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

Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this

Section 2(c).

“Bid

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

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

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

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

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

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

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

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

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

and expenses of which shall be paid by the Company.

“VWAP”

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

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

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

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

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

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

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

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

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

and expenses of which shall be paid by the Company.

Mechanics of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered

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

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

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

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

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

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

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

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

number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for

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

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

(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per

Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date

until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

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

iv.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

vi.

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

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

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

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

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

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

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

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

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

shall be 9.99% (or, at the election of the Holder as to itself, 4.99%) of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this

paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained

or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this

paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

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

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

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

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

Reserved.

Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants

to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price

per share less than the VWAP on the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which

the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants

plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number

of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which

the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable

upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options

or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to

receive such rights, options or warrants.

Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common

Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe

for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise

Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders

entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned

above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date

of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of

the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement

provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to

one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately

after the record date mentioned above.

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

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

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

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

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

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

Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted

into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions

consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than

50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making

or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business

combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

as the Company herein.

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

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

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

Notice to Holder.

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

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

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

ii.

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

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

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

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

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

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

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

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

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

to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for

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

holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined

or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective

or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares

of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect

the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant

constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously

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

during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise

be expressly set forth herein.

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

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

of directors of the Company.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to

the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

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

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

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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

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

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

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

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

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

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

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

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

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

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

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

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

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

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

required to net cash settle an exercise of this Warrant.

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

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

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

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

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

or stock certificate.

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

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

Day.

Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized

and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase

rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers

who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The

Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein

without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be

listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this

Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith,

be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in

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

No Contravention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,

without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all

such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable

therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant

and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking

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

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

regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

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

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

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

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

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

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

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

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

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

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

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

or by creditors of the Company.

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

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

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

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

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

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

the Holder.

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

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

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

provisions of this Warrant.

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

a part of this Warrant.

[Signature

Page Follows]

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

indicated.

VIVOS

THERAPEUTICS, INC.

By:

Name:

Kirk Huntsman

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

TO:

VIVOS THERAPEUTICS, INC.

(1)

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

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

(2)

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

☐

in lawful money of the United States; or

☐

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

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

set forth in subsection 2(c).

(3)

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

_______________________________

The

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

_______________________________

HOLDER

[NAME

OF HOLDER]

By:

[if

entity: ___________________, its [manager/general partner]]

By:

Name:

Title:

ASSIGNMENT

FORM

(To

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

FOR

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

Name: _____________________________________________

Address: ___________________________________________

_____________________________________________

Phone Number: ______________________________________

Email Address: ______________________________________

Dated: _____________________________________________

Holder’s Signature: ___________________________________

Holder’s Address: ____________________________________

_________________________________________

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of [_______], 2026 between Vivos

Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser appearing on the signature page

to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS,

the Company and the Purchasers are parties to that certain Securities Purchase Agreement, dated as of the date of this Agreement (the

“Purchase Agreement”), pursuant to which the Purchasers are purchasing Units, each consisting of (i) one share

of the Company’s Series [A] Convertible Preferred Stock (the “Preferred Shares”), which are convertible

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

of Common Stock issuable upon conversion of the Preferred Shares, the “Conversion Shares”), and (ii) one Common

Stock purchase warrant (the “Common Warrants”) to purchase shares of Common Stock (the “Common

Warrant Shares”), together with transferable subscription rights (the “Rights”) to purchase shares

of Common Stock (the “Rights Shares”), in each case of the Company; and

WHEREAS,

in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase

Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Purchasers as set forth

below.

NOW,

THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(d).

“Agreement”

shall have the meaning set forth in the Preamble.

“CDI

612.09” means Section 612.09 of the Commission’s Compliance and Disclosure Interpretations.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to the Purchase Agreement.

“Commission”

means the U.S. Securities and Exchange Commission.

“Common

Stock” shall have the meaning set forth in the Recitals, and any other class of securities into which such securities may

hereafter be reclassified or changed into.

“Common

Warrants” shall have the meaning set forth in the Recitals.

“Common

Warrant Shares” shall have the meaning set forth in the Recitals.

“Company”

shall have the meaning set forth in the Preamble.

“Conversion

Shares” shall have the meaning set forth in the Recitals.

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder or any other Registration

Statement, ninety (90) days following the Closing; provided, however, that in the event the Company is notified by the Commission that

one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness

Date as to such Registration Statement shall be the earlier of (A) the fifth Trading Day following the date on which the Company is so

notified, and (B) the thirtieth (30th) day following the Closing.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(b).

“Event

Date” shall have the meaning set forth in Section 2(b).

“Exchange

Act” means the Securities Exchange Act of 1934.

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, forty-five (45) days following the

Closing, provided, however, that such 45-day period shall be extended on a day-for-day basis for each Trading Day during which the Holders

are reviewing such Registration Statement pursuant to Section 3(a), and with respect to any additional Registration Statements which

may be required pursuant to this Agreement, the earliest practical date on which the Company is permitted by SEC Guidance to file such

additional Registration Statements related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(b).

“Indemnifying

Party” shall have the meaning set forth in Section 5(b).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(b).

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization,

trust, association or other entity.

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Preferred

Shares” shall have the meaning set forth in the Recitals.

“Proceeding”

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

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

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the

Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the

offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to

the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference

in such Prospectus.

“Purchasers”

shall have the meaning set forth in the Preamble.

“Purchase

Agreement” shall have the meaning set forth in the Recitals.

“Registrable

Securities” means (a) the Conversion Shares issuable upon conversion of the Preferred Shares issued pursuant to the Purchase

Agreement, (b) the Common Warrant Shares issuable upon exercise of the Common Warrants issued pursuant to the Purchase Agreement, (c)

the Rights Shares issuable upon exercise of the Rights issued pursuant to the Purchase Agreement, and (d) any securities issued or issuable

upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,

that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the

effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement

with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable

Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities

have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale

restrictions and without current public information pursuant to Rule 144.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional

registration statements contemplated by Section 3(b), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rights”

shall have the meaning set forth in the Recitals.

“Rights

Shares” shall have the meaning set forth in the Recitals.

“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 as such Rule.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

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

as such Rule.

“Rule

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

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

as such Rule.

“SEC

Guidance” means (i) any publicly-available written or oral guidance (including CDI 612.09), comments, requirements or requests

of the Commission staff and (ii) the Securities Act.

“Securities”

means the Preferred Shares, the Common Warrants, the Rights and the Underlying Shares (as defined in the Purchase Agreement).

“Securities

Act” means the Securities Act of 1933.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Trading

Day” means a day on which the New York Stock Exchange is open for trading.

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Purchase Agreement, all schedules and exhibits thereto and hereto, and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

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

Resale Registration.

(a)

On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on

a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 if eligible) and

shall contain a description of the Holders’ planned distribution (unless otherwise directed by at least an 85% majority in interest

of the Holders) substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company

shall respond to any comments from the staff of the Commission within seven days of the receipt of such comments. In the event the amount

of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that the Company

shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with

the SEC Guidance, including without limitation CDI 612.09), the Company shall use its reasonable best efforts to register such maximum

portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its

reasonable best efforts to cause a Registration Statement to be declared effective under the Securities Act prior to the applicable Effectiveness

Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until

all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume

or other limitations of such rule, or are not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7)

under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect,

addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Notwithstanding

any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted

to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with

the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a

Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be

reduced as follows: (1) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

and (2) second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable

Securities purchased by the Purchasers pursuant to the Purchase Agreement. In the event of a cutback hereunder, the Company shall give

the Holder at least five Trading Days prior written notice along with the calculations as to such Holder’s allotment.

(b)

If a Registration Statement registering for resale all of the Registrable Securities (i) is not declared effective by the Commission

by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason for such

non-registration of all or any portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar

rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect

to the Holders), or (ii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain

continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted

to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) calendar days during any 12-month

period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs,

being referred to as the “Event Date”), then, in addition to any other rights the Holders may have hereunder

or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall

not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial

liquidated damages and not as a penalty, equal to 1.15% of the aggregate purchase price paid by such Holder pursuant to the Purchase

Agreement for the Securities then held by such Holder, during which such Event continues uncured; provided, however, that in no event

shall the aggregate amount of partial liquidated damages payable to any Holder pursuant to this Section 2(b) exceed fifteen percent (15%)

of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated

damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of

15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the

date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated

damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Holder is

eligible to sell the Registrable Securities on any given day under Rule 144 without the volume or other limitations of such rule, or

in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Holder has publicly sold its Registrable Securities.

Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:

(a)

(i) Not less than three Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to

the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed

to be incorporated therein by reference), furnish to the Holders copies of all such documents proposed to be filed, which documents (other

than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Holders or counsel for the Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration

Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities

shall reasonably object in good faith with respect to disclosures relating to such Holders or the Plan of Distribution, provided that

the Company is notified of such objection in writing no later than two Trading Days after the Holders have been so furnished copies of

a Registration Statement or two Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments

or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement

as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to

the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance

with this Section.

(b)

The Company shall: (i) prepare and file with the Commission such amendments, including post-effective amendments, to a Registration

Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective

as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration

Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus

to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented

or amended, to be filed pursuant to Rule 424; (iii) use its reasonable best efforts to respond to any comments received from the Commission

with respect to a Registration Statement or any amendment thereto within seven days of the receipt of such comments, and provide as promptly

as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration

Statement (provided that the Company may excise any information contained therein which would constitute material non-public information

as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply with the provisions of the Securities

Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the

applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof

set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c)

The Company shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through

(vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly

as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any

such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus

supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company

whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration

Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii)

of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration

Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental

authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities

or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension

of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation

or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements

included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus

or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions

to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the

case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the

occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and

that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration

Statement or Prospectus, provided that any and all of such information shall remain confidential to each Holder until such information

otherwise becomes public, unless disclosure by a Holder is required by law.

(d)

The Company shall use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or

suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)

of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)

The Company shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each

amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference

to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished

or incorporated by reference) promptly after the filing of such documents with the Commission; provided that any such item which is available

on the EDGAR system need not be furnished in physical form, and such number of copies of the current Prospectus as each Holder may reasonably

request.

(f)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement

thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus

and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).

(g)

Intentionally Omitted.

(h)

Prior to any resale of Registrable Securities by a Holder, the Company shall use its commercially reasonable efforts to register

or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration

or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions

within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)

effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in

such jurisdictions of the Registrable Securities covered by each Registration Statement; provided that the Company shall not be required

to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in

any such jurisdiction where it is not then so subject, or file a general consent to service of process in any such jurisdiction.

(i)

If requested by a Holder, the Company shall cooperate with such Holders to facilitate the timely preparation and delivery of certificates

representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be

free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be

in such denominations and registered in such names as any such Holder may request.

(j)

If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any

Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The

Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(k)

The Company shall comply with all applicable rules and regulations of the Commission.

(l)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common

Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive

control over the shares. The Company shall not be liable for any damages during any periods that the Company is unable to meet its obligations

hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information

within three Trading Days of the Company’s request, and any liquidated damages that are accruing at such time as to such Holder

only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until

such information is delivered to the Company.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company

shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses

referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel, independent registered public accountants and transfer agent) (A) with respect to filings

made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed

for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,

without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the

Registrable Securities), and (D)(i) printing expenses (including, without limitation, expenses of printing certificates for Registrable

Securities) and (ii) messenger, telephone and delivery expenses; and (iii) fees and disbursements of counsel for the Company. In addition,

the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated

by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting

duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities

on any Trading Market as required hereunder. In no event shall the Company be responsible for any broker-dealer or similar commissions

of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless

each Holder, the officers, directors, members, partners, agents and employees (and any other Persons with a functionally equivalent role

of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any

such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members,

stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles,

notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable

law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’

fees and costs of investigation and preparation) and expenses (collectively, “Losses”), as incurred, arising

out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus

or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to

any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the

case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation

or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,

in connection with the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions

are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to

the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities

and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in

any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), or (ii) in the

case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective

Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt

by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or

assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is

aware.

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each director

of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting

on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against all Losses,

as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery

requirements of the Securities Act, or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement,

any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission

or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to

the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by

such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus, or (ii) to the extent that such

information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved

in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto

for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder

be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions or discounts) actually received

by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought

(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense

thereof, including the employment of one law firm reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses

incurred in connection with defense thereof except as otherwise provided in this Section 5(c); provided that the failure of any Indemnified

Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except

(and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject

to appeal or further review) that such failure shall have materially prejudiced the Indemnifying Party. An Indemnified Party shall have

the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay

such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ

counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including

any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably

believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the

Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate

counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the

reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying

Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be

unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any

settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional

release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of

this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred

in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid

to the Indemnified Party, as incurred, within 10 Trading Days of written notice thereof to the Indemnifying Party; provided that the

Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions

for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an

Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified

Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection

with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative

fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in

question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has

been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or

payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any

reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party

would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party

in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section

5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations

referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required

to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the

sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required

to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The indemnity and contribution agreements

contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each

Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder

agree that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it of any of the

provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,

it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders

in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.

The Company shall not file any other resale registration statements until all Registrable Securities are registered pursuant to a Registration

Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments

to registration statements filed prior to the date of this Agreement or a Form S-8 or Form S-4. If the staff of the Commission or applicable

SEC Guidance prevents the inclusion of all of the Registrable Securities requested to be included in a Registration Statement due to

limitations on the use of Rule 415 under the Securities Act or other applicable rules, then the Company shall include in such Registration

Statement the maximum number of Registrable Securities that may be included without exceeding such limitations. The securities to be

included in such Registration Statement shall be allocated as follows: (i) first, the Company shall include all securities that are not

Registrable Securities but have been previously registered on an effective registration statement of the Company as of the date of this

Agreement and for which the Company is contractually obligated to include; (ii) second, the Company shall include Registrable Securities

on a pro rata basis among the Holders based on the aggregate Stated Value of the securities purchased by each Holder under the Purchase

Agreement, relative to the total aggregate Stated Value of all securities purchased by all Holders under the Purchase Agreement; and

(iii) third, any securities requested to be included by other security holders with registration rights shall be included only after

the full inclusion of all Registrable Securities. In the event the Commission or SEC Guidance subsequently allows the inclusion of additional

Registrable Securities, the Company shall promptly amend the Registration Statement or file a new Registration Statement to include such

additional Registrable Securities that were previously cut back, on a pro rata basis as set forth above.

(c)

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act

as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the

Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will immediately discontinue

disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(e)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified

or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing

and signed by the Company and the Holders of more than 50% of the Registrable Securities. If a Registration Statement does not register

all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of

Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right

to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a

waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or

some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all

of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not

be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).

(f)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered

as set forth in the Purchase Agreement.

(g)

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

each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations

hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign

their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

(h)

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither

the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any

of its securities to any Person that have not been satisfied in full.

(i)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the

other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by

facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding

obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile

or “.pdf” signature page were an original thereof.

(j)

Governing Law. All questions concerning the choice of law and venue, construction, validity, enforcement and interpretation of this

Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(k)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(l)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be

invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain

in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(m)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed

to limit or affect any of the provisions hereof.

(n)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with

the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of

any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken

by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations

or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without

limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional

party in any proceeding for such purpose.

[Signature

Pages Follow]

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

COMPANY:

VIVOS THERAPEUTICS, INC.

By:

Name:

[_____________]

Title:

[_____________]

PURCHASER:

[NAME

OF PURCHASER]

By:

Name:

Title:

Annex

Plan

of Distribution

Each

Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and

successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the Trading Market or any other stock

exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated

prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

● ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block

trades in which the broker-dealer will attempt to sell the shares as agent but may position

and resell a portion of the block as principal to facilitate the transaction;

● purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

● an

exchange distribution in accordance with the rules of the applicable exchange;

● privately

negotiated transactions;

● settlement

of short sales entered into after the effective date of the registration statement of which

this prospectus is a part;

● broker-dealers

may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated

price per share;

● through

the writing or settlement of options or other hedging transactions, whether through an options

exchange or otherwise;

● a

combination of any such methods of sale; or

● any

other method permitted pursuant to applicable law.

The

Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),

if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in

amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess

of a customary brokerage commission in compliance with FINRA Rule 2121, and in the case of a principal transaction a markup or markdown

in compliance with FINRA Rule 2121.

connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with

broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging

the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close

out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders

may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative

securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which

shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect

such transaction).

The

Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under

the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions

and markups which, in the aggregate, would exceed eight percent.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company

has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities

Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. The shares will

be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. Under applicable rules

and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market

making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement

of the distribution. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need

to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under

the Securities Act).

Annex

Selling

Stockholder Notice and Questionnaire

The

undersigned beneficial owner of common stock, par value $0.0001 per share (including shares issuable upon conversion of Series [A] Convertible

Preferred Stock and upon exercise of Common Warrants and Rights) (the “Registrable Securities”) of Vivos Therapeutics,

Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with

the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration

Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933 (the “Securities Act”),

of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights

Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company

upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto

in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences

of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include

the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the

Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Stockholder: ______________________________

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held: __________________________

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to

vote or dispose of the securities covered by this Questionnaire): ______________________________

Address for Notices to Selling Stockholder:

______________________________

Telephone:

__________ Contact Person: __________

Broker-Dealer Status:

(a)

Are you a broker-dealer? Yes ___ No ___

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to

the Company? Yes ___ No ___

(c)

Are you an affiliate of a broker-dealer? Yes ___ No ___

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,

and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,

with any person to distribute the Registrable Securities? Yes ___ No ___

Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Purchase Agreement.

(a)

Type and amount of other securities beneficially owned by the Selling Stockholder: ______________________________

Relationships with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years. State any exceptions here: ______________________________

The

undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent

to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the

disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration

Statement and the related prospectus and any amendments or supplements thereto.

Dated:

______________________

Beneficial

Owner:

By:

Name:

Title:

EX-4.3

Filename: ex4-3.htm · Sequence: 4

Exhibit

4.3

VIVOS

THERAPEUTICS, INC.

CERTIFICATE

OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

SERIES

A CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

DELAWARE

GENERAL CORPORATION LAW

Vivos

Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board

of Directors”) by the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate

of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of

Delaware (the “DGCL”), the Board of Directors duly adopted the following resolutions creating a series of preferred

stock designated as the Series A Convertible Preferred Stock:

WHEREAS,

the Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of preferred stock, par value $0.0001 per

share, of the Corporation (the “Preferred Stock”), issuable from time to time in one or more series;

WHEREAS,

the Board of Directors is authorized, subject to limitations prescribed by law and by the provisions of the Certificate of Incorporation,

to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers,

restrictions and limitations of the shares of such series; and

WHEREAS,

it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and

other matters relating to a series of the Preferred Stock, which shall consist of 10,000 shares of the Preferred Stock which the Corporation

has the authority to issue, as follows:

NOW,

THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of Preferred Stock for cash

or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other

matters relating to such series of Preferred Stock as follows:

TERMS

OF PREFERRED STOCK

Section

1. Definitions.

For

the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

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

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

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Attribution

Parties” shall have the meaning set forth in Section 6(d).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

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

or required by law to remain closed.

“Closing”

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities

into which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would 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.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Ratio” shall have the meaning set

forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Exchange

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

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Junior

Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities

which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liens”

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

“Liquidation”

shall have the meaning set forth in Section 5.

“Market

Price” means, with respect to each share of Preferred Stock, the “Market Price” as defined in the Applicable

Purchase Agreement pursuant to which such share was originally issued, being the lower of (i) the official closing price of the Common

Stock on the Trading Day immediately preceding the date of such Applicable Purchase Agreement and (ii) the average official closing price

of the Common Stock for the five (5) Trading Days immediately preceding the date of such Applicable Purchase Agreement, in each case

determined in accordance with the “Minimum Price” requirements of Nasdaq Listing Rule 5635(d).

“Delaware

Courts” shall have the meaning set forth in Section 8(d).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Person”

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

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

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Applicable

Purchase Agreement” means, with respect to each share of Preferred Stock, the securities purchase agreement between the

Corporation and the original Holder of such share pursuant to which such share was originally issued (including the Securities Purchase

Agreement, dated as of June 30, 2026, among the Corporation and the original Holders party thereto), in each case as amended, modified

or supplemented from time to time in accordance with its terms. References in this Certificate of Designation to the “Purchase

Agreement” mean, with respect to any share of Preferred Stock, the Applicable Purchase Agreement pursuant to which such share was

originally issued.

“Rights”

means the transferable subscription rights distributed or issuable to the Holders, as an inducement to fund on an accelerated timeframe,

in the Corporation’s registered subscription rights offering pursuant to the Purchase Agreement and the Rights Certificate (as

defined in the Purchase Agreement), the issuance and distribution of which is contingent upon the Commission having declared effective

the registration statement under the Securities Act covering the offer and distribution of such Rights.

“Securities”

means the Preferred Stock, the Warrants, the Rights and the Underlying Shares.

“Securities

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

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2.

“Subsidiary”

means any significant subsidiary of the Corporation as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the

Securities Act.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Certificate of Designation, the Purchase Agreement, the Warrants, the Rights Certificate, the Registration

Rights Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the

transactions contemplated pursuant to the Purchase Agreement.

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Corporation, and any successor transfer agent of the

Corporation.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock and upon exercise of

the Warrants and the Rights.

“VWAP”

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

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

(New York City time) to 4:02 p.m. (New York City time)), or, if no such price is available, the fair market value of a share of Common

Stock as reasonably determined by the Board of Directors.

“Warrants”

means, collectively, the Common Stock purchase warrants delivered to the Holders at the Closing in accordance with the Purchase Agreement.

“Warrant

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

Section

2. Designation, Amount and Par Value.

The

series of Preferred Stock shall be designated as the Corporation’s Series A Convertible Preferred Stock (the “Preferred

Stock”) and the number of shares so designated shall be 7,500,000 (which shall not be subject to increase without

the written consent of the holders of a majority of the then outstanding shares of the Preferred Stock (each, a “Holder”

and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0001 per share

and a stated value equal to the Market Price applicable to such share under the Applicable Purchase Agreement pursuant to which such

share was originally issued (the “Stated Value”), which Stated Value is $0.456 per share for the shares of Preferred Stock issued pursuant to the Securities Purchase Agreement dated as of June 30, 2026. Shares of Preferred Stock issued

pursuant to different Applicable Purchase Agreements may accordingly have different Stated Values. The shares of Preferred Stock

shall initially be issued and maintained in the form of securities held in book-entry form.

Section

3. Dividends.

Except

for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders shall be entitled to receive,

and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard

to the Beneficial Ownership Limitation) to and in the same form as dividends actually paid on shares of the Common Stock when, as and

if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock. The Preferred

Stock shall not bear any stated, cumulative or preferential dividend.

Section

4. Voting Rights.

Except

as otherwise provided herein or as otherwise required by the DGCL, the Preferred Stock shall have no voting rights. However, as long

as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority

of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred

Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption

or distribution of assets upon a Liquidation (as defined in Section 5) senior to the Preferred Stock, (c) amend its Certificate of Incorporation

or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares

of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Notwithstanding the foregoing, to the extent

that, under the DGCL, the vote of the Holders, voting separately as a class, is required to authorize a given action of the Corporation,

the affirmative vote or consent of the Holders of a majority of the shares of the Preferred Stock then outstanding shall constitute the

approval of such action by the class.

Section

5. Liquidation.

Upon

any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated

Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate

of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities,

and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the

Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full. A Fundamental Transaction shall not be deemed a Liquidation. The Corporation shall

mail written notice of any such Liquidation, not less than 20 days prior to the payment date stated therein, to each Holder.

Section

6. Conversion.

Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after

the date of issuance of such share at the option of the Holder thereof, into one (1) share of Common Stock (subject to the limitations

set forth in Section 6(d) and to adjustment of the Conversion Ratio pursuant to Section 7). Holders shall effect conversions by providing

the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each

Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned

prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on

which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email

such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified

in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect

conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s), if any, representing such shares

to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall

deliver the certificate, if any, representing such shares promptly following the Conversion Date at issue. Shares of Preferred Stock

converted into Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued.

Conversion Ratio. Each share of Preferred Stock shall be convertible into one (1) share of Common Stock (such ratio, the

“Conversion Ratio”), subject to adjustment pursuant to Section 7. The Conversion Ratio is fixed

and shall not be subject to any price-based reset, ratchet, or other downward adjustment based on the trading price of the Common Stock

or any subsequent issuance of securities by the Corporation, and shall be subject to adjustment only pursuant to Section 7.

Mechanics of Conversion.

Delivery of Conversion Shares Upon Conversion. Not later than the earlier of (i) five (5) Trading Days and (ii) the number of Trading

Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”),

the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares being acquired upon

the conversion of the Preferred Stock, which Conversion Shares shall, to the extent permitted by applicable law and the Transaction Documents,

be free of restrictive legends and trading restrictions. The Corporation shall deliver the Conversion Shares electronically through the

Depository Trust Company or another established clearing corporation performing similar functions. As used herein, “Standard

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

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion.

ii.

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or

as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation

at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Corporation shall promptly

return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the

Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii.

Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock

in accordance with the terms hereof is absolute and unconditional, subject to the limitations set forth in Section 6(d) and to the other

terms hereof. In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may

not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any

violation of law, agreement or for any other reason, unless an injunction from a court, on notice to the Holder, restraining and/or enjoining

conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained.

iv.

Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out

of its authorized and unissued shares of Common Stock, for the sole purpose of issuance upon conversion of the Preferred Stock, free

from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate

number of shares of Common Stock as shall be issuable upon the conversion of all then outstanding shares of Preferred Stock. The Corporation

covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid

and nonassessable.

Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred

Stock. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Corporation shall

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

Stated Value of the applicable share of Preferred Stock or round up to the next whole share.

vi.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Stock shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares in a name other than that of the Holder of such shares of Preferred Stock. The Corporation

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

required for same-day electronic delivery of the Conversion Shares.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have

the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable

Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such

Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own

in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially

owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion

of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock

which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder

or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other

securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including,

without limitation, the Warrants and the Rights) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except

as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with

Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in

this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by

such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be

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

of whether the shares of Preferred Stock may be converted, in each case subject to the Beneficial Ownership Limitation. To ensure compliance

with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such

Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Corporation shall have no obligation to verify

or confirm the accuracy of such representation. In determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as stated in the most recent of (i) the Corporation’s most recent periodic or

annual report filed with the Commission, (ii) a more recent public announcement by the Corporation, or (iii) a more recent written notice

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

of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common

Stock then outstanding. The “Beneficial Ownership Limitation” shall be 9.99% (or, upon election by a Holder

prior to the issuance of any shares of Preferred Stock to such Holder, 4.99% or 19.99%) of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable

Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section

6(d) applicable to its Preferred Stock, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of

shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the

Preferred Stock held by the Holder, and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial

Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall apply only

to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

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

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

Section

7. Certain Adjustments.

Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion

of this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including

by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of

a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Ratio shall

be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately after such

event, and of which the denominator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation)

outstanding immediately before such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after

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

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

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants,

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

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

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

Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without

regard to any limitations on conversion hereof, including without limitation the Beneficial Ownership Limitation) immediately before

the date on which a record is taken for the grant, issuance or sale of such Purchase Rights; provided, however, that to the extent that

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

then such Holder shall not be entitled to participate in such Purchase Right to such extent, and such Purchase Right to such extent shall

be held in abeyance for such Holder until such time, if ever, as its right thereto would not result in such Holder exceeding the Beneficial

Ownership Limitation. For the avoidance of doubt, the issuance of the Rights pursuant to the Purchase Agreement shall not give rise to

any adjustment under this Section 7.

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

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

or otherwise (a “Distribution”), then, in each such case, each Holder shall be entitled to participate in such

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

Stock acquirable upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including

without limitation the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution;

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

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

and the portion of such Distribution shall be held in abeyance for the benefit of such Holder until such time, if ever, as its right

thereto would not result in such Holder exceeding the Beneficial Ownership Limitation.

Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case

may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

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

Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,

in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation

(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance

or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect

purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders

of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by

the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions

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

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

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

another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (each, a “Fundamental

Transaction”), then, upon any subsequent conversion of this Preferred Stock, each Holder shall have the right to receive,

for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental

Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock), the number of shares of Common

Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration

(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number

of shares of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction. The Corporation

shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other

Transaction Documents in accordance with the provisions of this Section 7(e). Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall succeed to, and be substituted for, the Corporation, and may exercise every right and power of the Corporation

and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor

Entity had been named as the Corporation herein.

Notice to the Holders. Whenever the Conversion Ratio is adjusted pursuant to any provision of this Section 7, the Corporation

shall promptly deliver to each Holder by facsimile or email a notice setting forth the Conversion Ratio after such adjustment

and setting forth a brief statement of the facts requiring such adjustment. If (A) the Corporation shall declare a dividend or any other

distribution on the Common Stock, (B) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants

to subscribe for or purchase any shares of capital stock of any class or of any rights, (C) the approval of any stockholders of the Corporation

shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is

a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby

the Common Stock is converted into other securities, cash or property, or (D) the Corporation shall authorize the voluntary or involuntary

dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be delivered

by facsimile or email to each Holder, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified,

a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

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

close.

Section

8. Miscellaneous.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including any Notice

of Conversion, shall be in writing and delivered personally, by facsimile or email, or sent by a nationally recognized overnight courier

service, addressed to the Corporation at its principal executive offices, Attention: Chief Financial Officer, or such other address as

the Corporation may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to

be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile or email, or sent by a nationally

recognized overnight courier service, addressed to each Holder at the facsimile number, email address or address of such Holder appearing

on the books of the Corporation.

Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the

obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable, on

the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or

destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,

or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so

mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of

the ownership thereof, reasonably satisfactory to the Corporation.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof; provided, however, that all matters relating to the internal corporate affairs of the Corporation

shall be governed by the DGCL. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated

by this Certificate of Designation shall be commenced in the Court of Chancery of the State of Delaware (or, if the Court of Chancery

declines or lacks subject matter jurisdiction, the other state courts of the State of Delaware or the United States District Court for

the District of Delaware) (collectively, the “Delaware Courts”). The Corporation and each Holder hereby irrevocably

submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith,

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 such Delaware Courts, or that such Delaware Courts are an improper or inconvenient venue for such proceeding.

The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby.

Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate

as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of

Designation. The powers, preferences and rights of the Preferred Stock may be waived as to all shares of Preferred Stock in any instance

by the written consent of the Holders of at least a majority of the shares of Preferred Stock then outstanding, except as otherwise required

by the DGCL.

Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate

of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain

applicable to all other Persons and circumstances.

Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and

shall not be deemed to limit or affect any of the provisions hereof.

Status of Converted or Reacquired Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement.

If any shares of Preferred Stock shall be converted or reacquired by the Corporation, such shares shall resume the status of authorized

but unissued shares of preferred stock and shall no longer be designated as Series A Convertible Preferred Stock.

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

[Remainder

of Page Intentionally Left Blank; Signature Page Follows]

WITNESS WHEREOF, the undersigned has executed this

VIVOS

THERAPEUTICS, INC.

By:

Name:

Kirk

Huntsman

Title:

Chief

Executive Officer

ANNEX

NOTICE

OF CONVERSION

(TO

BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

The

undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of common

stock, par value $0.0001 per share (the “Common Stock”), of Vivos Therapeutics, Inc., a Delaware corporation

(the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common

Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect

thereto. No fee will be charged to the Holder for any conversion, except for any such transfer taxes.

Conversion

calculations:

Date

to Effect Conversion: ______________________________

Number

of shares of Preferred Stock owned prior to Conversion: ______________________________

Number

of shares of Preferred Stock to be Converted: ______________________________

Stated

Value of shares of Preferred Stock to be Converted: ______________________________

Number

of shares of Common Stock to be Issued: ______________________________

Applicable

Conversion Ratio: ______________________________

Number

of shares of Preferred Stock subsequent to Conversion: ______________________________

Address

for Delivery / DWAC Instructions: ______________________________

HOLDER

By:

Name:

Title:

EX-10.1

Filename: ex10-1.htm · Sequence: 5

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of June [_], 2026, between Vivos Therapeutics, Inc.,

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

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

WHEREAS,

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

and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not

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

NOW,

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

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

Article

DEFINITIONS

1.1

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

terms have the meanings set forth in this Section 1.1:

“Action”

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

“Affiliate”

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

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

“BHCA”

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

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Closing”

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

“Closing

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

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Certificate

of Designation” means the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred

Stock of the Company, in the form of Exhibit [C] attached hereto, to be filed with the Secretary of State of the State of Delaware prior

to or at the Closing.

“Conversion

Shares” means the shares of Common Stock issuable upon conversion of the Preferred Shares in accordance with the terms of the

Certificate of Designation.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Common

Stock Warrants” means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section

2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to [five (5)] years from the Closing

Date, in the form of Exhibit A attached hereto.

“Company

Counsel” means Zarif Law Group P.C., with offices located at __________________, New York, New York _____.

“Disqualification

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

“Evaluation

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

“Exchange

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

“FDA”

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

“FDCA”

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

“FDA

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

“Federal

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

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“IT

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

“Issuer

Covered Person” and “Issuer Covered Persons” shall have the meaning ascribed to such term in Section 3.1(qq).

“Liens”

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

“Material

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

“Material

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

“Money

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

“Per

Share Purchase Price” means, for each Unit, an amount equal to the Market Price plus $0.125, of which $0.125 is attributable

to the Common Stock Warrant included in such Unit (such $0.125 being included in the per-Unit purchase price for purposes of satisfying

the Minimum Price under the rules of the Trading Market but not in determining the exercise price of the Common Stock Warrants). The

conversion price of the Preferred Shares shall be fixed at the Market Price as set forth in the Certificate of Designation. “Market

Price” means the lower of (i) the Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) on the Trading

Day immediately preceding the date of this Agreement, and (ii) the average Nasdaq official closing price of the Common Stock (as reflected

on Nasdaq.com) for the five (5) Trading Days immediately preceding the date of this Agreement, in each case as determined in accordance

with the Minimum Price requirements of Nasdaq Listing Rule 5635(d).

“Person”

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

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

“Preferred

Shares” means the shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, issued or

issuable to each Purchaser pursuant to this Agreement, having the powers, designations, preferences, rights and limitations set forth

in the Certificate of Designation.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers,

in the form of Exhibit [E] attached hereto.

“Rights

Registration Statement” means the registration statement (including any prospectus contained therein), as may be amended or

supplemented, filed by the Company with the Commission under the Securities Act to register the offer and distribution of the Rights,

and the issuance of the Rights Shares upon exercise thereof, in the Company’s subscription rights offering, and any successor or

replacement registration statement relating thereto.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Purchaser

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

“Required

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

“Rule

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

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

as such Rule.

“Rights”

means the transferable subscription rights to be distributed by the Company to the Purchasers, as an inducement to fund their respective

Subscription Amounts on an accelerated timeframe, in the Company’s registered subscription rights offering registered under the

Securities Act on the Rights Registration Statement (as defined below), having the terms to be set forth in the Rights Certificate pursuant

to which (i) each first-stage Right entitles the holder to purchase one share of Common Stock at a to be determined exercise price per

share and is exercisable for a period of nine (9) months following its issuance, and (ii) upon the exercise of a first-stage Right and

payment of the exercise price therefor, the holder shall automatically be issued one second-stage Right entitling the holder to purchase

one additional share of Common Stock at a to be determined exercise price per share, exercisable for a period of nine (9) months following

its issuance, in each case as shall be more fully set forth in the Rights Certificate. Notwithstanding anything to the contrary herein

or in any other Transaction Document, no Rights shall be issued, distributed or become exercisable unless and until the Rights Registration

Statement shall have been declared effective by the Commission, and the issuance and distribution of the Rights is expressly contingent

upon, and shall not occur prior to, such effectiveness.

“Rights

Shares” means the shares of Common Stock issuable upon exercise of the Rights, including the shares of Common Stock issuable

upon exercise of both the first-stage Rights and the second-stage Rights issuable upon exercise thereof.

“SEC

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

“Securities”

means the Preferred Shares, the Conversion Shares, the Common Stock Warrants and the Warrant Shares. For the avoidance of doubt, the

Rights and the Rights Shares are not “Securities” for purposes of this Agreement and are issued pursuant to the effective

Rights Registration Statement as more fully set forth herein and in the Rights Certificate.

“Securities

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

“Shares”

means the Preferred Shares issued or issuable to each Purchaser pursuant to this Agreement.

“Short

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

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

“Subscription

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

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

States dollars and in immediately available funds.

“Subsidiary”

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

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

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Common Stock Warrants, the Certificate of Designation, the Rights Certificate, the Registration

Rights Agreement and the other agreements, instruments and documents contemplated hereby, including all exhibits and schedules thereto

and hereto.

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,

Woodmere, New York 11598, and any successor transfer agent of the Company.

“Rights

Certificate” means the certificate or agreement evidencing the Rights and setting forth the terms thereof, in the form of Exhibit

[D] attached hereto.

“Unit”

means a unit consisting of (i) one Preferred Share and (ii) one Common Stock Warrant, together with the Rights issuable in respect thereof

in accordance with this Agreement and the Rights Certificate. The term “Units” means more than one Unit.

“Warrants”

means the Common Stock Warrants.

“Warrant

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

Article

II.

PURCHASE AND SALE

2.1

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

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

agree to purchase, up to an aggregate of $[_] of Units (each Unit consisting of one Preferred Share and one Common Stock Warrant, together

with the Rights issuable in respect thereof); provided, however, that, notwithstanding anything herein to the contrary,

no Purchaser shall be entitled to convert any Preferred Shares, and the Company shall not effect any such conversion, to the extent that,

after giving effect to such conversion, such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group

together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership

Limitation, as set forth in and subject to the terms of the Certificate of Designation. The “Beneficial Ownership Limitation”

shall be 9.99% (or, at the election of a Purchaser as to itself, 4.99%, or, at the election of a Purchaser as to itself prior to the

issuance of any Preferred Shares to such Purchaser, 19.99%) of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of the Conversion Shares with respect to which such determination is being made. Each Purchaser shall deliver

to the Company, via wire transfer of immediately available funds, an amount equal to such Purchaser’s Subscription Amount as set

forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Units (consisting

of Preferred Shares and Common Stock Warrants), as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver

the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections

2.2 and 2.3, the Closing shall occur by electronic transmission of the documentation required for Closing as provided for herein.

2.2

Deliveries.

(a)

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

(i)

this Agreement duly executed by the Company;

(ii)

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

evidence of the issuance of a number of Shares (i.e., Preferred Shares) equal to such Purchaser’s Subscription Amount divided

by the Per Share Purchase Price, registered in the name of such Purchaser and held in book-entry form by the Transfer Agent (or, if

the Preferred Shares are certificated, a certificate evidencing such Preferred Shares registered in the name of such Purchaser),

which evidence shall be reasonably satisfactory to such Purchaser;

(iii)

a Common Stock Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100%

of the number of Conversion Shares issuable upon conversion of such Purchaser’s Preferred Shares on the date hereof, with an

exercise price equal to the Market Price per share, subject to adjustment therein;

(iv)

evidence reasonably satisfactory to such Purchaser of the filing of the Certificate of Designation with the Secretary of State of

the State of Delaware;

(v)

a written acknowledgment of the number of Rights that such Purchaser shall be entitled to receive in respect of the Units purchased

by such Purchaser, determined in accordance with the inducement schedule set forth in Section 2.5 and the Rights Certificate, it

being understood and agreed that the Rights shall be issued and distributed, and the Rights Certificate delivered, only following

the effectiveness of the Rights Registration Statement and otherwise in accordance with Section 2.5;

(vi)

the Registration Rights Agreement duly executed by the Company; and

(vii)

the Company shall have provided each Purchaser with the Company’s wire instructions in writing.

(b)

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

(i)

this Agreement duly executed by such Purchaser;

(ii)

the Registration Rights Agreement duly executed by such Purchaser; and

(iii)

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

2.3

Closing Conditions.

(a)

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

met:

(i)

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

Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein

(unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)

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

performed; and

(iii)

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

(b)

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

met:

(i)

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

Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained

herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)

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

performed;

(iii)

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

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

2.4 Registration

Rights. The Purchasers shall be afforded the following registration rights with respect to the Conversion Shares and the

Warrant Shares, which registration rights shall be further set forth in the Registration Rights Agreement (and, in the event of any

conflict between this Section 2.4 and the Registration Rights Agreement, the Registration Rights Agreement shall govern):

(a)

Within forty-five (45) days of the Closing Date, the Company will use its commercially reasonable efforts to file a Registration

Statement on Form S-3 (or Form S-1 if Form S-3 is unavailable to be used) with the Commission (the “Resale

Registration”) to register the resale by the Purchasers of all Conversion Shares and Warrant Shares (collectively the

“Registrable Securities”). The Company shall use its commercially reasonable efforts to cause the Resale

Registration to be declared effective as soon as practicable but within 90 days of the Closing Date.

(b)

The Company will use its commercially reasonable efforts to keep the Resale Registration continuously effective (including by filing

a post-effective amendment to the Resale Registration or a new Registration Statement if the Resale Registration expires) for a

period of three (3) years after the date of effectiveness of the Resale Registration or for such shorter period as such securities

no longer constitute Registrable Securities hereunder; provided, however, that the Company shall not be obligated to

effect any such registration, qualification or compliance pursuant to this Section 2.4, or keep such registration effective pursuant

to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign

corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service

of process in effecting such registration, qualification or compliance, in each case where it has not already done so; and provided

further that the Company will not be in breach of this Section 2.4 if the Company engages in a Fundamental Transaction (as defined

in the Warrant) approved by the Board of Directors and (if applicable) the stockholders of the Company, the result of which is that

the Company’s reporting obligations under the Exchange Act are terminated.

(c)

Notwithstanding any other provision of this Section 2.4, if the Commission sets forth a limitation on the number of Shares or

Warrant Shares permitted to be registered on the Resale Registration as a secondary offering, the Company shall register the maximum

number of Registrable Securities that it is permitted to register, and will, following effectiveness of the Resale Registration,

file a new registration statement registering the resale of any remaining unregistered portion of the Registrable Securities as soon

as is practicable in light of the requirements of applicable laws, rules, regulations and guidance of the Commission.

2.5 Rights;

Inducement to Fund. As an inducement to the Purchasers to fund their respective Subscription Amounts on an accelerated

timeframe, the Company shall issue to each Purchaser, in respect of each Unit purchased by such Purchaser, transferable subscription

Rights, with the number of first-stage Rights per Unit determined by reference to the date on which such Purchaser funds its

Subscription Amount in full, as follows: (i) two (2) Rights per Unit if funded on or prior to [June 30], 2026; (ii) one (1) Right

per Unit if funded after [June 30], 2026 and on or prior to [July 15], 2026; and (iii) no Rights per Unit if funded after [July 15],

2026 and on or prior to [July 31], 2026. The Rights shall be offered and distributed solely pursuant to the Rights Registration

Statement, and notwithstanding anything to the contrary in this Agreement or any other Transaction Document, the Company’s

obligation to issue and distribute the Rights, and any right of the Purchasers to receive or exercise the Rights, is expressly

conditioned upon the Commission having declared the Rights Registration Statement effective under the Securities Act. No Rights

shall be issued, distributed or exercisable prior to such effectiveness. If the Rights Registration Statement is not declared

effective, no Rights shall be issued and the foregoing inducement shall be of no further force or effect, without prejudice to the

Purchasers’ ownership of the other Securities purchased hereunder. Promptly following the effectiveness of the Rights

Registration Statement, the Company shall cause the Rights Certificate evidencing the applicable number of Rights to be issued and

delivered to each Purchaser determined in accordance with the inducement schedule set forth in this Section 2.5. Nothing in this

Section 2.5 shall limit the right of any holder of record of Common Stock as of the applicable record date to receive any rights

distributed by the Company as a dividend to its stockholders generally.

Article

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. Except in each case as disclosed in the SEC Reports, which SEC Reports shall

be deemed a part hereof and shall qualify any representation made herein to the extent of the disclosure contained in SEC Reports, the

Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries.

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

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

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

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

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

(b) Organization

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

existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and

authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws

or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is

in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or

property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the

case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or

enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects

or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on

the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any

of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such

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

qualification.

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

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

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

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

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

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

Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in

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

the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,

insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights

generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No

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

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

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

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

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

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

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

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

Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or

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

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

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

bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result

in a Material Adverse Effect.

(e) Filings,

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

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

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

filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission pursuant to Section 2.4 of this

Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and

the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) the filing of

Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the

“Required Approvals”).

(f) Issuance

of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the

Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued upon

conversion of the Preferred Shares in accordance with the Certificate of Designation, and the Rights Shares, when issued upon

exercise of the Rights in accordance with the Rights Certificate and payment of the applicable exercise price therefor, will be

validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer

provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Transaction

Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than

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

the maximum number of shares of Common Stock issuable pursuant to this Agreement, the Certificate of Designation, the Common Stock

Warrants and the Rights.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The Company has not issued any capital

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

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

Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding

as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,

preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction

Documents. Except as disclosed in the SEC Reports or as a result of the purchase and sale of the Securities, there are no

outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or

securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe

for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or

arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common

Stock Equivalents or capital stock of any Subsidiary. The Company does not have any stock appreciation rights or “phantom

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

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

laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or

purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the

issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with

respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among

any of the Company’s stockholders.

(h) SEC

Reports; Financial Statements. Except as disclosed in the SEC Reports, the Company has filed all reports, schedules, forms,

statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant

to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required

by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by

reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of

their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the

Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the

Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable

accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.

Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a

consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and

fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the

dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since December 31, 2025, except as set disclosed in the SEC Reports,

(i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material

Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and

accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be

reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the

Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or

other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital

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

Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of

information.

(j) Litigation.

Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending

or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective

properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,

county, local or foreign) (collectively, an “Action”). None of the Actions set forth in the SEC Reports, (i)

adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or

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

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

violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to

the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any

current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the

effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities

Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the

Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its

Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such

Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and

its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive

officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract,

confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or

any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject

the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its

Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and

employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could

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

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been

waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the

Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan

or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court,

arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any

governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental

protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as

could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to

pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or

subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the

environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or

handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder

(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under

applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of

any such permit, license or approval except where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably

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

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC

Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect

(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating

to the revocation or modification of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and

good and marketable title in all personal property owned by them that is material to the business of the Company and the

Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property

and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and

(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance

with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease

by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the

Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark

applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and

similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and

which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property

Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of,

the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,

within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the

latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that

the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be

expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are

enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its

Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual

properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in

such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but

not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company

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

coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a

significant increase in cost.

(r) Transactions

with Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of the Company or any

Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any

transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any

contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any

officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of

$120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on

behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the

Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the

Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by

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

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

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

preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for

assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information

required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers

have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the

period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the

certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the

Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such

term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to

materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except for the fees payable to any FINRA member broker-dealers in connection with the transactions contemplated by the

Transaction Documents, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to

any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the

transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with

respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in

connection with the transactions contemplated by the Transaction Documents.

(u) Private

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

registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as

contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading

Market.

(v) Investment

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

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

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

registration under the Investment Company Act of 1940, as amended.

(w) Reserved.

(x) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the

Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of

the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating

terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date

hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the

Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Common Stock is currently

eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is

current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with

such electronic transfer.

(y) Application

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

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

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

the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the

Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a

result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(z) Disclosure.

The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not

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

to make the statements therein, in the light of the circumstances under which they were made and when made, not

misleading.

(aa) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any

offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of

the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the

registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading

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

(bb) Solvency.

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

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

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

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

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

capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital

availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it

to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts

on or in respect of its liabilities when such amounts are required to be paid. The Company has no knowledge of any facts or

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

laws of any jurisdiction within one year from the Closing Date. The SEC Reports disclose all outstanding secured and unsecured

Indebtedness of the Company or any Subsidiary as of their respective filing dates. For the purposes of this Agreement,

“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than

trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or

collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of

$100,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default

with respect to any Indebtedness.

(cc) Tax

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

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

income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is

subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to

be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment

of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no

unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company

or of any Subsidiary know of no basis for any such claim.

(dd) No

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

Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the

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

(ee) Foreign

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

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

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

unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or

campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by

any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect

any provision of Foreign Corrupt Practices Act of 1977, as amended.

(ff) Accountants.

The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting

firm (or its successor in the event such accounting firm is acquired) (i) is a registered public accounting firm as required by the

Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s

Annual Report for the fiscal year ending December 31, 2026.

(gg) No

Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing between the

Company and the accountants and lawyers presently employed by the Company and the Company is current with respect to any fees owed

to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the

Transaction Documents.

(hh) Acknowledgment

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

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

contemplated thereby. The Company further represents to each Purchaser that the Company’s decision to enter into this

Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated

hereby by the Company and its representatives.

(ii) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any

action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,

any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other

securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to a FINRA member broker-dealer in

connection with the placement of the Securities.

(jj) FDA.

As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal

Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,

labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, an “FDA

Product”), such FDA Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the

Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,

investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory

practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except

where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the

Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory

proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of

its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which

(i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing

or packaging of, the testing of, the sale of, or the labeling and promotion of any FDA Product, (ii) withdraws its approval of,

requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials

relating to, any FDA Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,

(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent

decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,

rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a

Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material

respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that

the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or

marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed

or proposed to be developed by the Company.

(kk) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of

the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted

under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been

no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock

options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their

financial results or prospects.

(ll) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s

information technology and computer systems, networks, hardware, software, data (including the data of its respective customers,

employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge

of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems

and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from

unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material

Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to

maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent

with industry standards and practices.

(mm) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,

agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office

of Foreign Assets Control of the U.S. Treasury Department.

(nn) U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the

meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(oo) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of

1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or

indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of

the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company

nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve.

(pp) Money

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

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the

Company or any Subsidiary, threatened.

(qq) No

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

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

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

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the

Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”

and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”

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

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

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

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

thereunder.

3.2 Representations

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

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

shall be accurate as of such date):

(a) Organization;

Authority. Such Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the

jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power

and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out

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

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

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

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

constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of

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

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

provisions may be limited by applicable law.

(b) Own

Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered

under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and

not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any

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

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

distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities

law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale

Registration or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the

Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on

which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),

(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer”

as defined in Rule 144A(a) under the Securities Act.

(d) Experience

and Acknowledgement of Risk. Such Purchaser, either alone or together with its representatives, has such knowledge,

sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the

prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser acknowledges

that an investment in the Company is speculative and risky, that such Purchaser is able to bear the economic risk of an investment

in the Securities and is able to afford a complete loss of such investment.

(e) General

Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any

advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media

or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general

solicitation or general advertisement.

(f) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all

exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial

condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;

and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable

effort or expense that is necessary to make an informed investment decision with respect to the investment.

(g) Certain

Transactions. Other than consummating the transactions contemplated hereunder, such Purchaser and its Affiliates have not, nor

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

executed any purchases or sales, including Short Sales, of the securities of the Company since March 31, 2026. For the avoidance of

doubt, this Section 3.2(g) does not apply to the exercise of any warrant subsequent to March 31, 2026 that was previously purchased

by the Purchaser or such Affiliate.

The

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

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

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

or the consummation of the transactions contemplated hereby.

Article

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

Transfer Restrictions.

(a)

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of

Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser

or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the

Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which

opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such

transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound

by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

(b)

The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the

following form:

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

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

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

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

STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR

OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES

ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

(c)

Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)

hereof), (i) while a registration statement (including the Resale Registration) covering the resale of such security is effective

under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144 (assuming cashless exercise

of the Warrants), (iii) if requested by a Purchaser, if such Shares or Warrant Shares are eligible for sale under Rule 144 (assuming

cashless exercise of the Warrants) or (iv) if such legend is not required under applicable requirements of the Securities Act

(including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel

to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the effective date of the Resale Registration if

required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all

or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the

Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the

current public information required under Rule 144 (assuming cashless exercise of the Warrants), or if the Shares or Warrant Shares

may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required

under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the

Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant

Shares shall be issued free of all legends.

(d)

Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any

Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery

requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement declared effective by

the Commission, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal

of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the

Company’s reliance upon this understanding.

4.2

Reserved.

4.3 Integration. The

Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require

the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the

Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to

the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent

transaction.

4.4

Publicity. The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the

transactions contemplated hereby.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other

Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6 Reserved.

4.7

Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities for general working capital purposes.

4.8 Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the

transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may

have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a

material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the

Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be

liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior

written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,

damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements

made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser

Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve

and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling

the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.10 Listing

of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of

the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to

list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant

Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading

Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary

to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company

will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply

in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The

Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another

established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other

established clearing corporation in connection with such electronic transfer.

4.11

Reserved.

4.12 Equal

Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is

also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right

granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition

or voting of Securities or otherwise.

4.13

Certain Transactions. Each Purchaser, severally and not jointly with the other Purchasers, covenants that (a) neither it,

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales of any of the Company’s

securities at any time and (b) such Purchaser and its Affiliates will at all times execute any purchases or sales of the Company’s

securities in compliance with all applicable laws, rules and regulations.

4.14 Form

D; Blue Sky Filings. The Company agrees, if required, to timely file a Form D with respect to the Securities as required

under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the

Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the

Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall

provide evidence of such actions promptly upon request of any Purchaser.

4.15

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the

outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further

acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares

and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off,

counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any

Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the

Company.

4.16

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required

of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to

exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,

conditions and time periods set forth in the Transaction Documents.

Article

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect

whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing

has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall

pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such

party incident to the negotiation, preparation, execution, delivery and performance of this Agreement and the Transaction Documents,

provided that the Company shall pay or reimburse Purchaser up to $50,000 for the fees and expenses of Purchaser’s counsel

related to the negotiation, preparation, execution, delivery and performance of this Agreement and the Transaction Documents and of

Purchaser related to its capital raising efforts in order to consummate the transactions described hereunder.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or

written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and

schedules.

5.4

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

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached

hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such

notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the

signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)

the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon

actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as

set forth on the signature pages attached hereto.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 51% in interest of the Shares (including

any Pre-Funded Warrants) based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each

Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that

if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent

of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect

to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of

any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any

party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that

disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights

and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment

effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

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

and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise

set forth in Section 4.4, 4.8 and this Section 5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the

Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware,

without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the

interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents

(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,

employees or agents) shall be commenced exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery

declines or lacks subject matter jurisdiction, the other state courts of the State of Delaware or the United States District Court

for the District of Delaware). Each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid Delaware courts

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

herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees

not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal

service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or

certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall

commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the

Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its

reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such

Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature

page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,

illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full

force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable

efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,

provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed

the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal,

void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission

of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded

exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and

the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance

of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company

and the Purchasers collectively and not between and among the Purchasers.

5.16

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

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

Business Day.

5.17

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity

to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved

against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition,

each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.18

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

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

VIVOS THERAPEUTICS, INC.

Address for Notice:

7921 SouthPark Drive, Suite 210

Littleton, CO 80120

By:

e-mail:

Name:

Kirk Huntsman

Attention:

Kirk Huntsman, CEO

Title:

CEO

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

[NAME OF PURCHASER]

Address for Notice:

By:

[if

entity: ___________________, its [manager/general partner]]

e-mail:

Attention:

By:

Name:

Title:

Address

for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $[_]

Units:

[_]

Preferred

Shares: [_]

Warrant

Shares: [_]

Common

Stock Warrants: [_]

Rights

(first-stage): [_]

EIN

Number: __________________

Exhibit

Form

of Warrant

[attached

hereto]

Exhibit

[C]

Form

of Certificate of Designation of Series A Convertible Preferred Stock

[to

be attached upon completion of drafting]

Exhibit

[D]

Form

of Rights Certificate

[to

be attached upon completion of drafting]

Exhibit

[E]

Form

of Registration Rights Agreement

[attached

hereto]

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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