Form 8-K

8-K — INNODATA INC

Accession: 0001104659-26-092133

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000903651

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

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2622364d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2622364d1_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2622364d1_ex5-1.htm)

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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):

August 6, 2026

INNODATA

INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-35774

13-3475943

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation)

Identification No.)

Challenger Road

Ridgefield

Park, NJ

07660

(Address of principal executive offices)

(Zip Code)

Registrant's

telephone number, including area code (201)

371-8000

(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

INOD

The Nasdaq

Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth

company ¨

If 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.

On August 6, 2026, Innodata Inc., a Delaware

corporation (the “Company”), entered into an equity distribution agreement (the “Sales Agreement”)

with Goldman Sachs & Co. LLC, Craig-Hallum Capital Group LLC, Wells Fargo Securities, LLC, Maxim Group LLC, and Wedbush

Securities Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company

may offer and sell shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”),

having an aggregate offering price of up to $300,000,000 from time to time to or through the Sales Agents acting as principal

and/or sales agent (the “Offering”).

Subject to the terms and conditions of the Sales

Agreement, the Sales Agents will use their commercially reasonable efforts consistent with their normal trading and sales practices,

applicable state and federal law, rules and regulations, and the rules of The Nasdaq Stock Market LLC to sell the Shares pursuant to the

Offering from time to time, based upon the Company’s instructions, including any price, time or size limits specified by the Company.

The Company has provided the Sales Agents with customary indemnification and contribution rights in favor of the Sales Agents,

and the Sales Agents will be entitled to a commission of up to 2.0% of the gross proceeds from each sale of the Shares pursuant

to the Sales Agreement.

Sales of the Shares, if any, under the Sales Agreement

may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities

Act of 1933, as amended (the “Securities Act”) or by any other method permitted by law. The Company has no obligation

to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

The Shares to be sold under the Sales Agreement,

if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-298075) as filed

with the Securities and Exchange Commission on August 6, 2026, which became immediately effective upon filing (the “Registration

Statement”), and offerings for the Shares will be made only by means of the prospectus supplement, dated August 6, 2026, that forms

a part of the Registration Statement.

The foregoing description of the Sales Agreement

is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith

as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The legal opinion of Morgan, Lewis & Bockius

LLP relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute

an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Equity Distribution Agreement, by and among the Company and Goldman Sachs & Co. LLC, Craig-Hallum Capital Group LLC, Wells Fargo Securities, LLC, Maxim Group LLC, and Wedbush Securities Inc.

5.1

Opinion of Morgan, Lewis & Bockius LLP

23.1

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)

104

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

SIGNATURES

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

INNODATA INC.

Date: August 6, 2026

/s/ Amy R. Agress

Amy R. Agress

Senior Vice President and General Counsel

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2622364d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

INNODATA INC.

Common Stock ($0.01 par value)

Having an Aggregate Offering Price of up to

$300,000,000

Equity Distribution Agreement

August 6, 2026

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Craig-Hallum Capital Group LLC

323 N. Washington Avenue, Suite 300

Minneapolis, Minnesota 55401

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Wedbush Securities Inc.

4 Embarcadero Center, Suite 2610

San Francisco, California 94111

Ladies and Gentlemen:

Innodata Inc., a Delaware

corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs &

Co. LLC (“Goldman”), Craig-Hallum Capital Group LLC (“Craig-Hallum”), Wells Fargo Securities, LLC

(“Wells Fargo”), Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”

and, together with Goldman, Craig-Hallum, Wells Fargo and Maxim, collectively, the “Managers” and each, a “Manager”)

as follows:

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals,

shares of the Company’s common stock, $0.01 par value (the “Common Stock”) having an aggregate offering price

of up to $300,000,000 (the “Shares”), from time to time during the term of this Agreement and on the terms set forth

in Section 3 of this Agreement. The Company hereby appoints the Managers as exclusive agents of the Company for the purpose of making

offers and sales of the Shares. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal,

it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating

to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof.

Representations and Warranties. The Company represents and warrants to, and agrees with, the Managers at the Execution Time

and on each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set

forth below.

(a)

Form S-3. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed, or

will file, with the Commission an automatic shelf registration statement on Form S-3, including a related Base Prospectus, for registration

under the Act of the offering and sale of the Shares and other securities of the Company. Such Registration Statement, including any amendments

thereto filed prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made, will have become

effective automatically upon filing and no stop order suspending the effectiveness of the Registration Statement will have been issued

under the Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated

or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied

with. The Company shall file with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b) promptly

after the Execution Time (but in any event in the time period prescribed by Rule 424(b)). As filed, the Prospectus will contain all information

required by the Act and the rules thereunder, and, except to the extent the Managers shall agree in writing to a modification, shall be

in all substantive respects in the form furnished to the Managers prior to the Execution Time or prior to any such time this representation

is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or

deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance

with Rule 172 or any similar rule) in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x).

Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement

or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form

S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base

Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any reference herein

to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the

Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include

the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base

Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated

therein by reference. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements

in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto,

made in reliance upon and in conformity with information furnished to the Company in writing by the Managers relating to the Managers

expressly for use therein.

(b)

Successor Registration Statement. To the extent that the Registration Statement is not available for the sales of the Shares

as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional Common Stock necessary

to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After

the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement

shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item

12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form

of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such

registration statement became effective.

(c)

No Material Misstatements or Omissions in the Registration Statement. On each Effective Date, at the Execution

Time, at each deemed effective date with respect to the Managers pursuant to Rule 430B(f)(2) under the Act, at each Applicable Time,

at each Settlement Date, at each Time of Delivery and at all times during which a prospectus is required by the Act to be delivered

(whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the

Registration Statement complied and will comply in all material respects with the applicable requirements of the Act and the rules

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

be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to

Rule 424(b), at each Applicable Time, on each Settlement Date, at each Time of Delivery and at all times during which a prospectus

is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection

with any offer or sale of Shares, the Prospectus (together with any supplement thereto) complied and will comply in all material

respects with the applicable requirements of the Act and the rules thereunder and did not and will not include any untrue statement

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

circumstances under which they were made, not misleading; provided, however, that the Company makes no representations

or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement

thereto) in reliance upon and in conformity with information furnished in writing to the Company by the Managers specifically for

inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

(d)

Disclosure Package. At the Execution Time, at each Applicable Time, at each Settlement Date and each Time of Delivery, the

Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not

apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the

Company by the Managers specifically for use therein.

(e)

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the

Registration Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied and will

comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder

and (ii) when read together with the other information in the Prospectus and the Disclosure Package at any Applicable Time and when

read together with the other information in the Prospectus at the date of the Prospectus and at any Settlement Date or Time of

Delivery, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading.

(f)

Ineligible Issuer. The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act).

(g)

Notice of Other Sales. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or

sold any Shares by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within

the meaning of the Act) in connection with the offer or sale of the Shares, and from and after the execution of this Agreement, the Company

will not, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act) or

use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, other than the Prospectus,

as amended or supplemented from time to time in accordance with the provisions of this Agreement; the Company has not, directly or indirectly,

prepared, used or referred to any Issuer Free Writing Prospectus.

(h)

No Stop Orders. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d)

or 8(e) of the Act, and the Company is not the subject of a pending proceeding under Section 8A of the Act.

(i)

Regulation M. The Common Stock constitutes an “actively-traded security” exempted from the requirements of Rule

101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

(j)

Sales Agency Agreements. The Company has not entered into any other sales agency agreements or other similar arrangements

with any agent or any other representative in respect of any at the market offering (within the meaning of Rule 415(a)(4) under the Act)

of the Shares.

(k)

Offering Materials. The Company has not distributed and will not distribute, prior to the termination of this Agreement,

any offering material in connection with the offering and sale of the Shares other than the Prospectus and any Issuer Free Writing Prospectus

reviewed and consented to by the Managers and identified in Schedule I hereto.

(l)

No Material Adverse Change in Business. None of the Company or any of its Subsidiaries has, since the date of the latest

audited financial statements included or incorporated by reference in the Disclosure Package, sustained any material loss or interference

with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court

or governmental action, order or decree, other than as set forth or contemplated in the Disclosure Package and the Prospectus and other

than as would not reasonably be expected to have a Material Adverse Effect (as defined below) or materially interfere with or delay the

consummation of the transactions contemplated by this Agreement. Since the respective dates as of which information is given in the Registration

Statement, the Disclosure Package and the Prospectus, there has not been (A) any change in the capital stock (other than as a result of

(i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business

pursuant to the Company’s equity plans that are described in the Prospectus or (ii) the issuance, if any, of stock upon conversion

of Company securities as described in the Prospectus), (B) any change in the long-term debt of the Company or any of its Subsidiaries,

(C) any material adverse change, or any development involving a prospective material adverse change in or affecting the condition (financial

or otherwise), management, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising

from transactions in the ordinary course of business, except as described in the Registration Statement, the Disclosure Package and the

Prospectus or (D) any dividend or distribution of any kind declared, paid or made by the Company, in each case other than as described

in the Registration Statement, the Disclosure Package and the Prospectus.

(m)

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and

good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except

as described in the Registration Statement, the Disclosure Package and the Prospectus or as do not materially interfere with the use made

and proposed to be made of such property by the Company or any of its Subsidiaries; and any real property and buildings held under lease

by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases or subleases with such limitations

on the Company or its Subsidiaries as are not material and do not interfere with the use made and proposed to be made of such leased real

property by the Company or any of its Subsidiaries.

(n)

Good Standing. Each of the Company and its Subsidiaries has been duly incorporated or organized, is validly existing as

a corporation or other business entity in good standing under the laws of its jurisdiction of incorporation or organization, with the

requisite power and authority to enter into and perform its obligations under this Agreement, own its properties and conduct its business

as described in the Registration Statement, the Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation

or other business entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it

owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability

by reason of the failure to be so qualified in any such jurisdiction except where the failure to be so qualified would not (i) have, individually

or in the aggregate, a material adverse effect on the condition (financial or otherwise), management, earnings, business or properties

of the Company and its subsidiaries taken as a whole or (ii) prevent the consummation of the transactions contemplated by this Agreement

(the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “Material

Adverse Effect”).

(o)

Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure

Package and the Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued

and are fully paid and non-assessable and conform to the description thereof contained in the Registration Statement, the Disclosure Package

and the Prospectus. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and

outstanding capital stock of, or other equity interests in, each Subsidiary of the Company has been duly authorized and validly issued,

is fully paid and non-assessable and is owned by the Company, directly or through other subsidiaries of the Company, free and clear of

any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

(p)

Due Authorization of the Shares. The Shares have been duly and validly authorized and, when the Shares are issued

and delivered against payment therefor as provided herein, such Shares will be duly and validly issued and fully paid and non-assessable

and will conform to the description of the Common Stock contained in the Registration Statement, the Disclosure Package and the Prospectus.

(q)

No Preemptive or Registration Rights. Except as described in the Registration Statement, the Disclosure Package and

the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase or any restriction upon the voting

or transfer of, any equity securities of the Company or any of its Subsidiaries or (ii) outstanding options or warrants to purchase any

securities of the Company or any of its Subsidiaries. Neither the filing of the Registration Statement nor the offering or sale of the

Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Company,

except such rights as have been waived or satisfied.

(r)

No Conflict or Violation. (i) The issue and sale of the Shares and the compliance by the Company with this Agreement

will not and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein

and in the Registration Statement, the Disclosure Package and the Prospectus (including the issuance and sale of the Shares, the use of

the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) do not and will not, whether

with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of any of the terms

or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument

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

of the property or assets of the Company or any of its Subsidiaries is subject, (B) result in any violation of the provisions of the certificate

of incorporation or by-laws (or similar organizational documents) of the Company or the corresponding governing documents of any of its

Subsidiaries, or (C) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body

having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties, except, with respect to clauses (A)

and (C), such conflicts or violations that would not reasonably be expected to have a Material Adverse Effect; and no consent, approval,

authorization, order, registration or qualification of or with any such court or governmental agency or body having jurisdiction over

the Company, any of its Subsidiaries or any of their respective properties is required for the issue and sale of the Shares or the consummation

by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, the approval by

the Financial Industry Regulatory Authority (“FINRA”) of the terms and arrangements herein and such consents, approvals,

authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase

and distribution of the Shares by the Managers.

(s)

Absence of Violations, Defaults and Conflicts. None of the Company or any of its Subsidiaries is (i) in violation of its

certificate of incorporation or by-laws (or similar organizational documents), (ii) in default in the performance or observance of any

material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other

agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation of any law,

statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental agency or body having jurisdiction over

the Company, any of its Subsidiaries or any of their respective properties, assets or operations, except for such violations that would

not reasonably be expected to result in a Material Adverse Effect.

(t)

Due Authorization. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement

(including but not limited to the issuance and sale of the Shares and the use of proceeds from the sale of the Shares as described in

the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) have been duly

and validly authorized by all necessary corporate action on the part of the Company and this Agreement has been duly executed and delivered

by the Company.

(u)

Summaries of Law and Documents. The statements set forth in the Registration Statement, the Disclosure Package

and the Prospectus under the captions “Description of Capital Stock” and “Plan of Distribution” insofar as such

statements purport to constitute summaries of the terms of the statutes, rules or regulations, legal or governmental proceedings, agreements

or documents referred to therein, are accurate summaries of the terms of such statutes, rules or regulations, legal or governmental proceedings,

agreements or documents, in all material respects. All agreements expressly referenced in the Registration Statement, the Disclosure Package

and the Prospectus between the Company or any of its subsidiaries, on the one hand, and any other party, on the other hand, are legal,

valid and binding obligations of the Company or the relevant subsidiary and such other party, enforceable against the Company or the relevant

subsidiary and such other party in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium

or similar laws affecting creditors’ rights generally and to general equitable principles and except as rights to indemnity and

contribution thereunder may be limited by applicable law or policies underlying such law. Except as described in the Registration Statement,

the Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries has sent or received any notice indicating the

termination of or intention to terminate any of the contracts or agreements referred to, described in or incorporated by reference in

the Registration Statement, the Disclosure Package and the Prospectus or filed as an exhibit to the Registration Statement.

(v)

Filings and Governmental Licenses. The Company and its Subsidiaries have filed or caused to be filed with the appropriate

governmental entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each

a “Filing”) required to be filed by it with respect to the respective businesses of the Company and its Subsidiaries

and each of their facilities under all applicable laws and the respective rules and regulations thereunder, all of which complied in all

respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such

Filing was made, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. The Company and

its Subsidiaries (i) hold all licenses, registrations, certificates and permits from governmental authorities (collectively, “Governmental

Licenses”) which are necessary to the conduct of the business now operated by them, except for such Governmental Licenses the

failure of which to hold would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) are

in compliance with the terms and conditions of all Governmental Licenses, and all Governmental Licenses are valid and in full force and

effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) have

not received any written notice of proceedings relating to the revocation or modification of any Governmental License.

(w)

Payment of Taxes. The Company and each of its Subsidiaries has filed all material U.S. federal, state, local and foreign

tax returns which have been required to be filed and have paid all taxes indicated by such returns and all assessments received by them

or any of them to the extent that such taxes have become due, except for any such taxes being contested in good faith and for which an

adequate reserve or accrual has been established in accordance with U.S. generally accepted accounting principles (“GAAP”).

(x)

Possession of Intellectual Property. The Company and its Subsidiaries own or possess or, to the Company’s knowledge,

can obtain on reasonable terms the right to use all patents, inventions, trademarks, trade names, service marks, logos, trade dress, designs,

database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, license rights, trade secrets, know-how and

proprietary information (including unpatented and unpatentable proprietary or confidential information, inventions, systems or procedures)

and other intellectual property rights, as well as related rights, such as registrations and applications for registration of any of the

foregoing (collectively, “Intellectual Property”) necessary to conduct their business in all material respects as presently

conducted and currently contemplated to be conducted in the future, except for such Intellectual Property the failure of which to possess

or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s

knowledge, none of the Company or any of its Subsidiaries, whether through their respective products and services or the conduct of their

respective businesses, has materially infringed, misappropriated, conflicted with or otherwise violated, or is currently materially infringing,

misappropriating, conflicting with or otherwise violating, and none of the Company or any of its Subsidiaries has received any written

communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other

person or entity, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To

the Company’s knowledge, except as described in the Registration Statement, the Disclosure Package and the Prospectus, there is

no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or any of its Subsidiaries.

The Company has taken commercially reasonable steps necessary to secure their interests in such Intellectual Property from their employees

and contractors and to protect the confidentiality of all of their confidential information and trade secrets.

(y)

IT Systems. None of the material Intellectual Property employed by or on behalf of the Company or any of its Subsidiaries

has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the

Company, its Subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

The Company and its Subsidiaries own or have a valid right to access and use all material computer systems, networks, hardware, software,

databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with

the business of the Company and its Subsidiaries (the “IT Systems”). The IT Systems are adequate for, and operate and

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

currently conducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time

bombs, malware and other corruptants.

(z)

Cybersecurity; Data Protection. The Company and its Subsidiaries have implemented and maintained commercially reasonable

controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential

or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no known breaches,

violations, outages or unauthorized uses of or accesses to same, except as would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect, nor any incidents under internal review or investigations relating to the same. The Company

and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification. Neither the Company nor its Subsidiaries has been notified of, and each of them has no knowledge of

any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to

its IT Systems and Personal Data, except, in each case, for any such matter as would not reasonably be expected to have a Material Adverse

Effect. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and

practice. Neither the Company nor any of its Subsidiaries (i) is a “covered person,” (ii) is a party to or has engaged in,

facilitated, permitted, or directed, directly or indirectly, any “covered data transaction,” including any investments from

“covered persons” that do not constitute a “passive investment,” (iii) has engaged in transactions with the purpose

of evading or avoiding the prohibitions in the DOJ DSP Rule, or (iv) has granted any “country of concern” or “covered

person” “access” to any “government-related data” or “bulk U.S. sensitive personal data,” as

all such terms are defined under 28 CFR Part 202, “Access to U.S. Sensitive Personal Data and Government-Related Data by Countries

of Concern or Covered Persons,” including any amendments thereto and guidance provided thereunder (the “DOJ DSP Rule”).

(aa)

Statistical and Market-Related Data. Nothing has come to the attention of the Company that has caused the Company to believe

that the statistical, industry-related and market-related data included in the Registration Statement, the Disclosure Package and the

Prospectus are based on or derived from sources that are not reliable and accurate in all material respects.

(bb)

Compliance with ERISA. Except, in each case, for any such matter as would not reasonably be expected to have a Material

Adverse Effect, (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”)) for

which the Company or any member of its “Controlled Group” (defined as any organization that is a member of a controlled

group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”))

would have liability (each, a “Plan”) is in compliance in all material respects with all applicable statutes, rules

and regulations, including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable

event” (as defined in Section 4043 of ERISA) has occurred for which the Company or any member of its Controlled Group would

have any material liability; and (B) neither the Company nor any member of its Controlled Group has incurred or expects to incur

material liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty

Corporation, in each case in the ordinary course and without default); (iii) no Plan which is subject to Section 412 of the

Code or Section 302 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or

ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has

occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(cc)

Environmental Laws. Except in each case as otherwise disclosed in the Registration Statement, the Disclosure Package

and the Prospectus and except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect: (i) the Company and its Subsidiaries have complied with all applicable federal, state, local, foreign and international laws (including

the common law), statutes, rules, regulations, orders, judgments, decrees or other legally binding requirements of any court, administrative

agency or other governmental authority relating to pollution or to the protection of the environment, natural resources or human health

or safety, or to the manufacture, use, generation, treatment, storage, disposal, release or threatened release of hazardous or toxic substances,

pollutants, contaminants or wastes, or the arrangement for such activities (“Environmental Laws”); (ii) the Company

and its Subsidiaries have obtained and complied with all permits, licenses, authorizations or other approvals required of them under Environmental

Laws to conduct their respective businesses and are not subject to any action to revoke, terminate, cancel, limit or appeal any such permits,

licenses, authorizations or approvals; and (iii) none of the Company or any of its Subsidiaries has received written notice of or is otherwise

subject to any pending or threatened claim, or has any cost or liability under Environmental Laws in respect of its past or present business,

operations (including the disposal of hazardous substances at any off-site location), facilities or real property (whether owned, leased

or operated) or on account of any predecessor or any person whose liability under any Environmental Laws it has agreed to assume; and

the Company is not aware of any facts or conditions that could reasonably be expected to give rise to any such claim, cost or liability.

Except in each case as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, none of the Company

or any of its Subsidiaries is aware of any facts or issues relating to compliance with Environmental Laws that would reasonably be expected

to have a material effect on their capital expenditures, earnings or competitive position or is a party to any judicial or administrative

proceeding (including a notice of violation) under any Environmental Laws to which a governmental authority is also a party and which

involves potential monetary sanctions, unless it could reasonably be expected that such proceeding will result in monetary sanctions of

less than $300,000, or which is otherwise material, and no such proceeding has, to the Company’s knowledge, been threatened in writing

or is known by the Company to be contemplated.

(dd)       Restrictions on Dividends. Except as disclosed in the Registration Statement, the Disclosure

Package and the Prospectus, no Subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends

to the Company or any other subsidiary of the Company, or from making any other distribution with respect to such Subsidiary’s

equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time

become due under any loans or advances to such Subsidiary from the Company or any other subsidiary of the Company or from

transferring any property or assets to the Company or to any other subsidiary of the Company.

(ee)

NASDAQ Listing. The Company’s Common Stock has been registered pursuant to Section 12(b) of the Exchange Act,

the Company’s outstanding shares of Common Stock have been listed, and the Shares have been approved for listing, subject to official

notice of issuance, on the NASDAQ (“NASDAQ”), and the Company has taken no action designed to, or likely to have the

effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock (including the Shares)

on NASDAQ, nor has the Company received any notification that the Commission or NASDAQ is contemplating terminating such registration

or listing.

(ff)

Certain Relationships and Related Party Transactions. There are no material related-party transactions involving

the Company or its subsidiaries or any other person required to be described in the Registration Statement, the Disclosure Package and

the Prospectus which have not been described in such documents as required.

(gg)

Absence of Labor Dispute. No material labor disturbance by or material dispute with employees of the Company or any of its

Subsidiaries exists or, to the knowledge of the Company, is threatened.

(hh)

No Finder’s Fee. None of the Company or any of its Subsidiaries is a party to any contract, agreement or understanding

with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or any

Manager for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(ii)

Absence of Proceedings. Other than as set forth in the Registration Statement, the Disclosure Package and the Prospectus,

there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property

or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to such entity, would, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings

are threatened or contemplated by governmental authorities or threatened by others.

(jj)

Transfer Taxes. There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of

any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or

the issuance or sale by the Company of the Shares.

(kk)

Investment Company Act. The Company is not and, upon the issuance and sale of the Shares and the application of the proceeds

thereof as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds,”

will not be, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

(ll)

Financial Statements; Non-GAAP Financial Measures. The financial statements, together with related notes and schedules,

included in the Registration Statement, the Disclosure Package and the Prospectus, comply in all material respects with the applicable

requirements of the Act and present fairly in all material respects the financial position and the results of operations and cash flows

of the entities purported to be shown thereby, at the indicated dates and for the indicated periods. Such financial statements and related

schedules have been prepared in accordance with GAAP, consistently applied throughout the periods involved, except as disclosed therein,

and all adjustments necessary for a fair presentation of results for such periods have been made. The pro forma financial statements,

if any, or data included in the Registration Statement or the Prospectus, if any, comply with the applicable requirements of the Act and

the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro

forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma

adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial

and statistical data set forth in the Registration Statement, the Disclosure Package or the Prospectus are accurately and fairly presented

and prepared on a basis consistent with the financial statements and books and records of the Company. Any non-GAAP financial measure

(as such term is defined by the rules and regulations of the Commission), contained in the Registration Statement, the Disclosure Package

and the Prospectus has been derived from the accounting records of the Company for accounting purposes, fairly presents in all material

respect the information purported to be shown thereby and complies in all material respects with Regulation G of the Exchange Act, and

Item 10 of Regulation S-K under the Act, to the extent applicable. The Company and its Subsidiaries do not have any material liabilities

or obligations, direct or contingent, not disclosed in Registration Statement, the Disclosure Package and the Prospectus. There are no

financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package

or the Prospectus that are not included as required.

(mm)

Independent Accountants. The accountants who certified the financial statements and supporting

schedules included in the Registration Statement, the Disclosure Package and the Prospectus are independent public accountants as

required by the Act, the Exchange Act and the Public Company Accounting Oversight Board.

(nn)       Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of

the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable

provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402

related to loans and Sections 302 and 906 related to certifications.

(oo)        Accounting Controls. The Company maintains a system of internal control over financial reporting

(as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act

applicable to the Company and has been designed by the Company’s principal executive officer and principal financial officer,

or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with GAAP. The Company is not aware of any material weaknesses in its

internal control over financial reporting. Since the date of the latest audited financial statements included or incorporated by

reference in the Disclosure Package, Registration Statement and the Prospectus, there has been no change in the Company’s

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

Company’s internal control over financial reporting.

(pp)

Disclosure Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e)

under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed

to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive

officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective in

all material respects to perform the functions for which they were established.

(qq)

Foreign Corrupt Practices Act. Neither the Company nor any of its subsidiaries, nor any director, officer or employee

of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or

acting on behalf of the Company or any of its subsidiaries has (A) used any funds for any unlawful contribution, gift, entertainment or

other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, promise or authorization of

any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including

of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for

or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (C) violated or is in

violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing

the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under

the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws (collectively, “Anti-Corruption

Laws”); or (D) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit,

including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company

and its subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will

continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations

and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the

offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of

value, to any person in violation of Anti-Corruption Laws.

(rr)

Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all

times in compliance with applicable financial recordkeeping and reporting requirements, including, to the extent applicable, those of

the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the

applicable anti-money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules

and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental

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

any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ss)

OFAC. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any

of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of

the Company or any of its subsidiaries is a person that is, or is owned or controlled by one or more persons that are, currently the subject

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

Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation,

the designation as a “specially designated national” or “blocked person”, the United Nations Security Council

(“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions

authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident

in a country or territory that is the subject or target of Sanctions (a “Sanctioned Jurisdiction”); and the Company

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

such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business

with any person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions,

(ii) to fund or facilitate any activities of or business in any Sanctioned Jurisdiction or (iii) in any other manner that will result

in a violation by any person (including any person participating in the transaction, whether as sales agent, underwriter, advisor, investor

or otherwise) of Sanctions; since April 24, 2019, neither the Company nor any of its subsidiaries is engaged in, or has engaged in, any

dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction,

the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain,

policies and procedures designed to promote and achieve continued compliance with Sanctions.

(tt)

Insurance. Each of the Company and its Subsidiaries carry, or are covered by, insurance, from financially sound and reputable

insurers, in such amounts and covering such risks as are generally deemed reasonably adequate for the conduct of their respective businesses

and the value of their respective properties and as is generally deemed adequate and customary for companies engaged in similar businesses;

and the Company has no reason to believe that it or any of its Subsidiaries will not be able to renew their existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their respective

businesses at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(uu)

Stabilization. Neither the Company nor, to the Company’s knowledge, any of its affiliates, has taken or may

take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected

to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares

in violation of Regulation M of the Exchange Act.

(vv)

FINRA Affiliation. To the knowledge of the Company, there are no affiliations or associations between any member of

FINRA and any of the officers or directors of the Company or the holders of 10% or greater of the Common Stock, except as described in

the Registration Statement, the Disclosure Package and the Prospectus.

(ww)

Accuracy of Exhibits. There are no contracts or other documents that are required by the Act to be described in the Prospectus

or filed as exhibits to the Registration Statement, or that are required by the Exchange Act to be filed as exhibits to a document incorporated

by reference into the Prospectus, that have not been so described in the Prospectus or filed as exhibits to the Registration Statement

or such incorporated document.

(xx)

XBRL. The interactive data in the eXtensible Business Reporting Language included as an exhibit to the Registration Statement

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

and guidelines applicable thereto.

(yy)

WKSI. (i) At the original effectiveness of the Registration Statement, (ii) at the time of the most recent amendment thereto

for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment or incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), (iii) at the time the Company or any

person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance

on the exemption of Rule 163, and (iv) as of the Applicable Time, the Company was and is a “well-known seasoned issuer” (as

defined in Rule 405 of the Act).

(zz)

Outbound Investment Rules. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as

that term is used in the Outbound Investment Rules. Neither the Company nor any of its subsidiaries currently engages, or has any

present intention to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”,

as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered

activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, or (iii) any other

activity that would cause the Managers to be in violation of the Outbound Investment Rules or cause the Managers to be legally prohibited

by the Outbound Investment Rules from performing under this Agreement. “Outbound Investment Rules” means the regulations administered

and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105

or any similar law or regulation; as of the date of this Agreement, the Outbound Investment Rules are codified at 31 C.F.R. § 850.101

et seq. “U.S. Person” means any United States citizen, lawful permanent resident, entity organized under the laws of the United

States or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States.

Any certificate signed by

any officer of the Company or any of its subsidiaries and delivered to the Managers or to counsel for the Managers in connection with

this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company or such subsidiary of the Company,

as applicable, to each Manager as to the matters set forth therein.

The

Company acknowledges that the Managers and, for purposes of the opinions to be delivered pursuant to Section 4 hereof, counsel

for the Company and counsel for the Managers, will rely upon the accuracy and truthfulness of the foregoing representations and hereby

consents to such reliance.

Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject

to the terms and conditions herein set forth, the Company and the Managers agree that the Company may from time to time seek to sell Shares

through a Designated Manager, acting as sales agent, or directly to any of the Managers acting as principal, as follows:

(a)

The Company may submit to a Designated Manager its orders (including any price, time or size limits or other customary parameters

or conditions) to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and such

Designated Manager. As used herein, “Trading Day” shall mean any trading day on the NASDAQ.

(b)

Subject to the terms and conditions hereof, each Manager, at any time it is a Designated Manager, shall use its reasonable efforts

to execute any Company order submitted to it hereunder to sell Shares and with respect to which such Designated Manager has agreed to

act as sales agent. The Company acknowledges and agrees that (i) there can be no assurance that a Designated Manager will be successful

in selling the Shares, (ii) a Designated Manager will incur no liability or obligation to the Company or any other person or entity

if it does not sell Shares for any reason other than a failure by a Designated Manager to use its reasonable efforts consistent with its

normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement and (iii) no

Manager shall be under any obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically

agreed by such Manager and the Company. The Designated Manager may make sales pursuant to each order by any method permitted by law, including

without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker,

(iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association,

an alternative trading system, or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions,

or (vi) through a combination of any such methods.

Company shall not authorize the issuance and sale of, and a Designated Manager shall not sell as sales agent, any Share at a price

lower than the minimum price therefor designated from time to time by the Company and notified to a Designated Manager in writing.

In addition, the Company or a Designated Manager may upon notice to the other party hereto by telephone (confirmed promptly by email

or facsimile), suspend an offering of the Shares with respect to which that Designated Manager is acting as sales agent; provided, however,

that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares

sold hereunder prior to the giving of such notice.

(d)

The compensation to a Designated Manager for sales of the Shares with respect to which such Designated Manager acts as sales agent

hereunder shall be up to 2.0% of the gross offering proceeds of the Shares sold pursuant to this Agreement as mutually agreed to in writing

by such Designated Manager and the Company. The foregoing rate of compensation shall not apply when a Manager, acting as principal, purchases

Shares from the Company pursuant to a Terms Agreement. Any compensation or commission due and payable to any Managers hereunder with respect

to any sale of Shares shall be paid by the Company to such Managers concurrently with the settlement for sales of the Shares by deduction

from the proceeds from sales of the Shares payable to the Company. The remaining proceeds, after further deduction for any transaction

fees imposed by any governmental or self-regulatory organization in respect of such sales shall constitute the net proceeds to the Company

for such Shares (the “Net Proceeds”).

(e)

Settlement for sales of the Shares pursuant to this Agreement will occur on the first Trading Day following the date on which such

sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through a Designated

Manager for settlement on such date shall be issued and delivered by the Company to such Designated Manager against payment of the Net

Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares, in definitive

form, by the Company or its transfer agent to such Designated Manager’s or its designee’s account (provided such Designated

Manager shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through

its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto,

in return for payments in same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if

applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (i) hold each applicable

Designated Manager harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising

out of or in connection with such default by the Company and (ii) pay each such Designated Manager any commission, discount or other

compensation to which it would otherwise be entitled absent such default.

(f)

If acting as sales agent hereunder, the Designated Manager shall provide written confirmation (which may be by facsimile or email)

to the Company following the close of trading on the NASDAQ each day in which the Shares are sold under this Agreement setting forth (i) the

amount of the Shares sold on such day and the gross offering proceeds received from such sale and (ii) the commission payable by

the Company to such Designated Manager with respect to such sales.

(g)

At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in

Section 4(q)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such

representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus

as amended as of such date. Any obligation of a Designated Manager to use its reasonable efforts to sell the Shares on behalf of the Company

as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein (and the completion

of any diligence to verify such accuracy by such Designated Manager), to the performance by the Company of its obligations hereunder and

to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

(h)

Subject to such further limitations on offers and sales of Shares or delivery of instructions to offer and sell Shares as are set

forth herein and as may be mutually agreed upon by the Company and a Designated Manager, the Company shall not request the sale of any

Shares that would be sold, and no Designated Manager shall be obligated to sell, (i) during any period in which the Company’s

insider trading policy, as it exists on the date of this Agreement, would prohibit the purchase or sale of any Shares by any of its officers

or directors, (ii) any time during the period commencing on the tenth business day prior to the time Company shall issue a press release

containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”)

through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly

Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or

periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is, or

could be deemed to be, in possession of material non-public information.

(i)

If the Company wishes to issue and sell the Shares pursuant to this Agreement directly to any of the Managers acting as principal

(each, a “Placement”), it will notify the Manager or Managers of the proposed terms of such Placement. If such Manager

or Managers, acting as principal, wishes to accept such proposed terms (which a Manager may decline to do for any reason in its sole discretion)

or, wishes to accept amended terms proposed by the Company after further discussion, such Manager or Managers and the Company will enter

into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the

Company or such Manager or Managers unless and until the Company and such Manager or Managers have each executed such Terms Agreement

accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a

Terms Agreement, the terms of such Terms Agreement will control.

(j)

Each Placement shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide

for the sale of such Shares to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating

to the reoffering of such Shares by a Manager. The commitment of a Manager to purchase the Shares pursuant to any Terms Agreement shall

be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to

the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by a Manager pursuant

thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting

together with such Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as

a “Time of Delivery”) and place of delivery of and payment for such Shares.

(k)

Under no circumstances shall the number and aggregate amount of the Shares sold pursuant to this Agreement and any Terms Agreement

exceed (i) the aggregate amount set forth in Section 1, (ii) the number of shares of the Common Stock available for issuance under

the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to

be issued and sold under this Agreement by the board of directors of the Company (the “Board”), or a duly authorized

committee thereof, and notified to the Managers in writing.

Agreements. The Company agrees with each of the Managers that:

(a)

During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act in connection with the offering or sale of the

Shares, the Company will not file any amendment of the Registration Statement or supplement in connection with the offering and sale of

the Shares (including the Prospectus Supplement or any Interim Prospectus Supplement) to the Base Prospectus, the Disclosure Package or

the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, unless (i) the Company has furnished to the Managers a copy

of such amendment or supplement (including, for the avoidance of doubt, reports or other information to be filed by the Company under

the Exchange Act that would be incorporated by reference into the Registration Statement and the Prospectus) for its review a reasonable

period of time prior to filing (or, in the case of Current Reports on Form 8-K, has used its commercially reasonable efforts to so furnish

copies to the Managers prior to filing), and (ii) except for reports or other information required to be filed by the Company under the

Exchange Act, the Company will not file any such proposed amendment or supplement to which the Managers reasonably object. The Company

has prepared the Prospectus, in a form approved by the Managers, and shall file such Prospectus, as amended at the Execution Time, with

the Commission pursuant to the applicable paragraph of Rule 424(b) promptly after the Execution Time (but in any event within the time

period described thereby) and will cause any supplement to the Prospectus to be prepared, in a form approved by the Managers, and will

file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby

and will notify the Managers of such timely filing. The Company, subject to this Section 4(a) and Section 4(c), will comply

with the requirements of Rule 430B. During any period when the delivery of a prospectus relating to the Shares is required (including

in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act in connection

with the offering or sale of the Shares, the Company will promptly advise the Managers (A) when the Prospectus, and any supplement thereto,

shall have been filed (if required) with the Commission pursuant to Rule 424(b), (B) when, during any period when the delivery of a prospectus

(whether physically or through compliance with Rule 172 or any similar rule) is required under the Act in connection with the offering

or sale of the Shares, any amendment to the Registration Statement or any new registration statement relating to the Shares shall have

been filed or become effective (other than a prospectus supplement relating solely to the offering of securities other than the Shares),

(C) of the receipt of any comments from the Commission, (D) of any request by the Commission or its staff for any amendment of the Registration

Statement, or for any supplement to the Prospectus or for any additional information, (E) of the issuance by the Commission of any stop

order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or any the issuance of any order

preventing or suspending the use of the Prospectus or any amendment or supplement thereto, or the institution or threatening of any proceeding

for any of such purposes or pursuant to Section 8A of the Act or (F) of the receipt by the Company of any notification with respect

to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding

for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension

or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain at the earliest

possible moment the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment

to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement

declared effective as soon as practicable.

(b)

If, at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as

a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary

to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,

the Company will (i) notify promptly the relevant Manager(s) so that any use of the Disclosure Package may cease until it is amended or

supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or

supplement to the relevant Manager(s) in such quantities as the Manager(s) may reasonably request.

(c)

During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, if any event occurs as a result of which the

Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to

make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be

necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or

the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company promptly

will (i) notify the Managers of any such event, (ii) prepare and file with the Commission, subject to the first sentence of paragraph

(a) of this Section 4, an amendment or supplement or new registration statement which will correct such statement or omission or

effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared

effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus

to the Managers in such quantities as the Managers may reasonably request.

(d)

As soon as practicable, the Company will make generally available to its security holders and to the Managers an earnings statement

or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(e)

The Company will deliver to the Managers and counsel for the Managers, without charge, as such Managers or counsel for the Managers

may reasonably request, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits

filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and

signed copies of all consents and certificates of experts. The Registration Statement and each amendment thereto furnished to the Managers

will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted

by Regulation S-T. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f)

The Company will deliver to the Managers and counsel for the Managers, without charge, for so long as delivery of a prospectus

by the Managers or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule

172 or any similar rule), as many copies of the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as any Manager

may reasonably request. The Prospectus and any Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the

Managers will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the

extent permitted by Regulation S-T. The Company will pay the expenses of printing or other production of all documents relating to the

offering.

(g)

The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the

Managers may designate and will maintain such qualifications in effect so long as required for the distribution of the Shares; provided

that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take

any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in

any jurisdiction where it is not now so subject or where it would be subject to taxation as a foreign business.

(h)

The Company agrees that, unless it has or shall have obtained the prior written consent of the relevant Designated Manager, and

each Manager agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the

Company, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or

that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with

the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be

deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus

consented to by the Managers or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The

Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing

Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any

Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i)

The Company will not (i) take, directly or indirectly, any action designed to or that might reasonably be expected to cause or

result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or

(ii) sell, bid for, purchase or pay any person (other than as contemplated by this Agreement or any Terms Agreement) any compensation

for soliciting purchases of the Shares.

(j)

The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Managers promptly

after it shall have received notice or obtain knowledge thereof, of any information or fact that would materially alter or affect any

opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein.

(k)

Upon commencement of the offering of the Shares under this Agreement (if requested by the Managers) (and upon the recommencement

of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i)

the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) an Interim Prospectus Supplement filed pursuant

to Rule 424(b) pursuant to Section 4(q) of this Agreement, (B) a prospectus supplement relating solely to the offering or resale

of securities other than the Shares or (C) the filing with the Commission of any report under the Exchange Act except such reports referred

to in Section 4(k)(ii)), (ii) there is filed with the Commission any annual report on Form 10-K or quarterly report on Form 10-Q,

or any other document that contains financial statements or financial information that is incorporated by reference into the Prospectus,

or any amendment thereto, or (iii) the Shares are delivered to one or more Managers as principal at the Time of Delivery pursuant to a

Terms Agreement (the date of such commencement (in the case that the above-mentioned request is made by a Manager), the date of each such

recommencement and the date of each such event referred to in (i), (ii) and (iii) above, a “Representation Date”),

the Company shall furnish or cause to be furnished to the Managers forthwith a certificate dated and delivered on such Representation

Date, as the case may be, in form satisfactory to the Managers to the effect that the statements contained in the certificate referred

to in Section 6(d) of this Agreement which were last furnished to the Managers are true and correct at the time of such Representation

Date, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the

Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate

referred to in said Section 6(d), modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus

as amended and supplemented to the time of delivery of such certificate.

(l)

At each Representation Date, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the

Managers a written opinion of Morgan Lewis & Bockius LLP, counsel to the Company (“Company Counsel”), or other

counsel reasonably satisfactory to the Managers, dated and delivered on such Representation Date, in form and substance satisfactory to

the Managers, of the same tenor as the opinion referred to in Section 6(b) of this Agreement, but modified as necessary to relate

to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion.

(m)

At each Representation Date, Latham & Watkins LLP, counsel to the Managers, shall deliver a written opinion and disclosure

letter, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, of the same tenor as the

opinions and disclosure letter referred to in Section 6(c) of this Agreement but modified as necessary to relate to the Registration

Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion.

(n)

At each Representation Date, the Company shall cause BDO India Services Private Limited (the “Accountants”),

or other independent accountants satisfactory to the Managers forthwith, to furnish the Managers a letter, dated and delivered on such

Representation Date, in form and substance satisfactory to the Managers of the same tenor as the letter referred to in Section 6(e)

of this Agreement but modified to relate to the Registration Statement, the Disclosure Package and the Prospectus, as amended and supplemented

to the date of such letter.

(o)

At each Representation Date, and at such other times as may be reasonably requested by a Manager (which shall be on a quarterly

basis or otherwise), the Company will conduct a due diligence session, in form and substance satisfactory to the Managers, which shall

include representatives of the management of the Company and the independent accountants of the Company. The Company shall cooperate timely

with any reasonable due diligence request from or review conducted by the Managers or its agents from time to time in connection with

the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access

to appropriate officers and agents of the Company during regular business hours and at the Company’s principal offices, and timely

furnishing or causing to be furnished such certificates, letters and opinions from the Company, and their officers and agents, as the

Managers may reasonably request.

(p)

Nothing in this Agreement shall restrict a Manager from trading, and the Company acknowledges that each Manager may trade in the

Common Stock for such Manager’s own account and for the account of its clients before, at the same time as, or after sales of the

Shares occur pursuant to this Agreement or pursuant to a Terms Agreement.

(q)

The Company will either (i) disclose in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, with

regard to the relevant quarter, the number of the Shares sold by or through the Managers pursuant to this Agreement, the Net Proceeds

to the Company and the compensation paid by the Company with respect to such sales of the Shares pursuant to this Agreement, or (ii) on

or prior to the earlier of (A) the date on which the Company shall file a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K

in respect of any fiscal quarter in which sales of Shares were made by a Manager pursuant to this Agreement and (B) the date on which

the Company shall be obligated to file such document referred to in clause (A) in respect of such quarter (each such date, and any date

on which an amendment to any such document is filed, a “Filing Date”), the Company will file a prospectus supplement

with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth, with regard to such quarter,

the number of the Shares sold by or through a Manager pursuant to this Agreement, the Net Proceeds to the Company and the compensation

paid by the Company with respect to such sales of the Shares pursuant to this Agreement and deliver such number of copies of each such

prospectus supplement to the NASDAQ as are required by such exchange.

(r)

If, to the knowledge of the Company, the conditions set forth in Section 6(a) or 6(g) shall not be true and correct on the

applicable Settlement Date or Time of Delivery, the Company will offer to any person who has agreed to purchase Shares from the Company

as the result of an offer to purchase solicited by a Designated Manager the right to refuse to purchase and pay for such Shares.

(s)

Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of

a Terms Agreement, shall be deemed to be an affirmation to the Designated Manager, or the Manager(s) party to a Terms Agreement, as the

case may be, that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct

as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations

and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery

relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall

be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

(t)

The Company will use its commercially reasonable efforts to cause the Shares to be listed for trading on NASDAQ and to maintain

such listing.

(u)

During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, the Company shall file, on a timely basis, with

the Commission and the NASDAQ all reports and documents required to be filed under the Exchange Act and the regulations thereunder.

(v)

The Company shall cooperate with the Managers and use its reasonable efforts to permit the Shares to be eligible for clearance

and settlement through the facilities of DTC.

(w)

The Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Disclosure Package and the Prospectus.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance

of its obligations under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation

(i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all necessary

issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares, (iii) all reasonable documented fees and

expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, and the

reasonable documented fees and expenses of the Managers’ counsel (which shall be one outside counsel for all Managers unless otherwise

agreed by the Company), (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution

of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer

Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’

fees and expenses incurred by the Company or the Managers in connection with qualifying or registering (or obtaining exemptions from the

qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws, and, if

requested by the Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Managers

of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of

the sale of the Shares, (vii) the fees and expenses associated with listing of the Shares on the NASDAQ, (viii) all fees and expenses

of the registrar and transfer agent of the Common Stock, (ix) all fees and expenses (including reasonable fees and expenses of counsel)

of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (x) all other fees, costs and expenses

referred to in Item 14 of Part II of the Registration Statement and (xi) all other fees, costs and expenses incurred in connection with

the performance of its obligations hereunder for which provision is not otherwise made in this Section 5. Except as provided in this Section 5

and in Section 7 hereof, the Managers shall pay their own expenses; provided, however, that the amount payable by the

Company pursuant to subsection (iii) with respect to the reasonable fees and expenses of Manager’s counsel shall not exceed (A)

$200,000 arising out of the executing this Agreement and the filing of the Registration Statement and the Prospectus and (B) in the amount

not to exceed $40,000 per each quarter thereafter (solely for any quarter that includes a Representation Date with respect to which

the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable).

Conditions to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement

shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution

Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company

of its obligations hereunder and (iii) the following additional conditions:

(a)

The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner

and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been

filed in the manner required by Rule 424(b) within the time period required by Section 4(q) of this Agreement; any material required

to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time

periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice

objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been

instituted or threatened.

(b)

The Company shall have requested and caused Company Counsel to furnish to the Managers, on every date specified in Section 4(l)

of this Agreement, opinions in form and substance satisfactory to the Managers.

(c)

The Managers shall have received from Latham & Watkins LLP, counsel for the Managers, on every date specified in Section 4(m)

of this Agreement, such opinion or opinions and disclosure letter or letters, dated as of such date and addressed to the Managers, with

respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any

supplement thereto) and other related matters as the Managers may reasonably require, and the Company shall have furnished to such counsel

such documents as they request for the purpose of enabling them to pass upon such matters.

(d)

The Company shall have furnished or caused to be furnished to the Managers, on every date specified in Section 4(k) of this

Agreement, a certificate of the Company, signed by the chief executive officer or the President of the Company, and of the chief financial

or chief accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined

the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and

that:

(i)

the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such

purpose or pursuant to Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened by the Commission;

(ii)

since the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no

event or condition of a type described in Section 2(l) hereof (a “Material Adverse Change”),

except as set forth in or contemplated in the Disclosure Package and the Prospectus;

(iii)

the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same

force and effect as though expressly made on and as of such date; and

(iv)

the Company and its Subsidiaries have complied with all the agreements hereunder and satisfied all the conditions on its part to

be performed or satisfied hereunder at or prior to such date.

(e)

The Company shall have requested and caused the Accountants to have furnished to the Managers, on every date specified in Section 4(n)

hereof and to the extent requested by the Managers in connection with any offering of the Shares, letters (which may refer to letters

previously delivered to the Managers), dated as of such date, in form and substance satisfactory to the Managers, which letters shall

cover, without limitation, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package

and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection

with registered public offerings as contemplated in the Statement on Auditing Standards No. 72, as well as confirming that they have performed

a review of any unaudited interim financial information of the Company included in the Registration Statement, the Disclosure Package

and the Prospectus in accordance with Statement on Auditing Standards No. 100.

References to the Prospectus

in this paragraph (e) include any supplement thereto at the date of the letter.

(f)

The Company shall have furnished or caused to be furnished to the Managers, on every date specified in Section 4(k) of this Agreement,

if requested by the Managers, a certificate of the Chief Financial Officer of the Company, dated as of such date, in form and substance

satisfactory to the Managers, with respect to certain financial data contained in the Prospectus, providing “management comfort”

with respect to such information.

(g)

Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus,

except as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to

in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package

(exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the

sole judgment of the Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery

of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus

(exclusive of any amendment or supplement thereto).

(h)

FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this

Agreement.

(i)

The Shares shall have been listed and admitted and authorized for trading on the NASDAQ, and satisfactory evidence of such actions

shall have been provided to the Managers.

(j)

Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Designated Manager such

further information, certificates and documents as the Designated Manager may reasonably request.

any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or

if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and

substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be

canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only.

Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. Following any

such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel

this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied

by or afforded to only such other Manager.

The

documents required to be delivered by this Section 6 shall be delivered at the office of Latham & Watkins LLP, counsel

for the Managers, at 1271 Avenue of the Americas, New York, New York 10020 on each such date as provided in this Agreement.

Indemnification and Contribution.

(a)

The Company agrees to indemnify and hold harmless each Manager, its affiliates, as such term is defined in Rule 501(b) under the

Act (each, an “Affiliate”), the directors, officers, employees and agents of each Manager, any broker-dealer affiliate

of a Manager through which Shares are sold, and each person who controls a Manager within the meaning of either the Act or the Exchange

Act and against any loss, claim, damage, liability or expense, as incurred, to which they or any of them may become subject under the

Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (including in settlement of any

litigation, if such settlement is effected with the written consent of the Company or otherwise permitted by paragraph (d) below), insofar

as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i)

upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)

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

not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing

Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, the Base Prospectus,

the Prospectus Supplement or any Interim Prospectus Supplement (or any amendment or supplement thereto) or the omission or alleged omission

therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company

contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and agrees

to reimburse each such indemnified party, for any and all expenses (including the reasonable and documented fees and disbursements of

counsel chosen by the indemnified party) as such expenses are reasonably incurred by them in connection with investigating, defending,

settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the

foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent,

arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and

in conformity with written information furnished to the Company by any Manager expressly for use in the Registration Statement (or any

amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). This indemnity agreement

will be in addition to any liabilities that the Company may otherwise have.

(b)

Each Manager agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its

officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act or the

Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or

controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common

law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Manager or

otherwise permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof

as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to

be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement

of a material fact contained in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed

pursuant to Rule 433(d) under the Act, the Base Prospectus, the Prospectus Supplement or any Interim Prospectus Supplement (or any amendment

or supplement thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only

to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,

the Base Prospectus, any Issuer Free Writing Prospectus, any Prospectus Supplement or any Interim Prospectus Supplement (or any amendment

or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Manager expressly

for use therein; and to reimburse the Company, or any such director, officer or controlling person for any reasonable and documented out-of-pocket

legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating,

defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth

in this Section 7(b) shall be in addition to any liabilities that each Manager may otherwise have. The Company acknowledges that

with respect to each Manager, the name of such Manager constitutes the only information furnished in writing by or on behalf of the several

Managers for inclusion in the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus, any Prospectus Supplement

or any Interim Prospectus Supplement (or any amendment or supplement thereto).

(c)

Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified

party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying

party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability

which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in paragraph (a)

or (b) above or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate result of

such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity

from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly

with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving

the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified

party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party

and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and

the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified

parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have

the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf

of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying

party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will

not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified

party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with

the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses

of more than one separate counsel (together with local counsel), approved by the indemnifying party (the Managers in the case of Section 7(b)

and Section 7(e)), representing the indemnified parties who are parties to such action), (ii) the indemnifying party shall not have

employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice

of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party

or (iii) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.

(d)

The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its

written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to

indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for reasonable and documented fees and expenses of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees

that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into

more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed

the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior

written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened

action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been

sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such

indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include

a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)

If the indemnification provided for in this Section 7 is for any reason held to be unavailable to or otherwise insufficient

to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each

indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any

losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative

benefits received by the Company, on the one hand, and each Manager, on the other hand, from the offering of the Shares pursuant to this

Agreement, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand,

and each Manager, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties

herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting

expenses) received by them, and benefits received by each Manager shall be deemed to be equal to the total compensation received by such

Manager under Section 3(d) of this Agreement, in each case as determined by this Agreement or any applicable Terms Agreement. The relative

fault of the Company, on the one hand, and each Manager, on the other hand, shall be determined by reference to, among other things, whether

any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate

or alleged inaccurate representation or warranty relates to information supplied by the Company, on the one hand, or such Manager, on

the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement

or omission.

The

amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed

to include, subject to the limitations set forth in Section 7(c), any reasonable and documented out-of-pocket legal or other

fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set

forth in Section 7(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made

under this Section 7(e); provided, however, that no additional notice shall be required with respect to any action

for which notice has been given under Section 7(c) for purposes of indemnification.

The

Company and the Managers agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were

determined by pro rata allocation (even if the Managers were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to in this Section 7(e).

Notwithstanding

the provisions of this Section 7(e), no Manager shall be required to contribute any amount in excess of the discounts and

commissions received by such Manager in connection with the Shares sold by it pursuant to this Agreement and any applicable Terms Agreement

in the specific transaction or transactions giving rise to the contribution obligation. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. The Managers’ obligations to contribute pursuant to this Section 7(e) are several, and not joint. For purposes

of this Section 7(e), each Affiliate, director, officer, employee and agent of a Manager, each person, if any, who controls a Manager

within the meaning of the Act and the Exchange Act and any broker-dealer affiliate of a Manager through which Shares are sold shall have

the same rights to contribution as such Manager, and each director of the Company or each officer of the Company who signed the Registration

Statement, and each person, if any, who controls the Company within the meaning of the Act and the Exchange Act shall have the same rights

to contribution as the Company.

Termination.

(a)

The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement

relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without

liability of any party to any other party except that (i) if Shares have been sold through a Manager for the Company, then Section 4(s)

shall remain in full force and effect with respect to such Manager and the Company, (ii) with respect to any pending sale, through the

Designated Manager for the Company, the obligations of the Company, including in respect of compensation of the Designated Manager, shall

remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 12 and 14 of this

Agreement shall remain in full force and effect notwithstanding such termination.

(b)

Each Manager shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement

relating to the solicitation of offers to purchase the Shares in its sole discretion at any time, with respect to such Manager only. Any

such termination shall be without liability of any party to any other party except that the provisions of Sections 2, 5, 7, 9, 10, 12

and 14 of this Agreement shall remain in full force and effect with respect to such Manager notwithstanding such termination. Following

any such termination by a Manager, this Agreement shall remain in effect as to each other Manager that has not exercised its right to

terminate the provisions of this Agreement pursuant to this Section 8(b) and any obligations and rights of the Managers under this

Agreement shall be satisfied by or afforded to, as applicable, only such other Managers.

(c)

This Agreement shall remain in full force and effect unless terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual

agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections

2, 5, 7 and 9 shall remain in full force and effect.

(d)

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that

such termination shall not be effective until the close of business on the date of receipt of such notice by a Manager or the Company,

as the case may be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of the Shares, such

sale shall, subject to Section 6 hereof, settle in accordance with the provisions of Section 3(e) of this Agreement.

(e)

In the case of any purchase of Shares by a Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such

Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the Company prior to the

Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading or quotation in any of the Company’s

securities shall have been suspended or limited by the Commission or by NASDAQ, or trading in securities generally on either the NASDAQ

or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established

on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal

or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis

or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change

or development involving a prospective substantial change in United States’ or international political, financial or economic conditions,

as in the judgment of such Manager is material and adverse and makes it impracticable or inadvisable to proceed with the offering or delivery

of the Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale

of securities; (iv) in the judgment of such Manager there shall have occurred any Material Adverse Change or (v) there shall have occurred

a material disruption in commercial banking or securities settlement or clearance services in the United States.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other

statements of the Company, the officers of the Company and of each Manager set forth in or made pursuant to this Agreement will remain

in full force and effect, regardless of any investigation made by a Manager or the Company or any of the officers, directors, employees,

agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Shares.

10.

Notices. All communications hereunder will be in writing and effective only on receipt, and:

If sent to Goldman, will be

mailed, delivered or telefaxed to:

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Facsimile: (212) 902-9316

Attention: Registration Department

If sent to Craig-Hallum, will

be mailed or delivered to:

Craig-Hallum Capital Group LLC

323 N. Washington Avenue, Suite 300

Minneapolis, Minnesota 55401

If sent to Wells Fargo,

will be mailed, delivered or telefaxed to:

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Facsimile: (212) 214-5918

Attention: Equity Syndicate Department

If sent to Maxim,

will be mailed or delivered to:

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Attention: Jim Siegel, General Counsel (email: jsiegel@maximgrp.com)

If sent to Wedbush,

will be mailed or delivered to:

Wedbush Securities Inc.

4 Embarcadero Center, Suite 2610

San Francisco, California 94111

Attention: Equity Capital Markets

Email: legalnotices@wedbush.com

with a copy to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Brittany Ruiz and Sandy Kugbei

If sent to the Company, will

be mailed or delivered to:

Innodata Inc.

55 Challenger Road

Ridgefield Park, New Jersey 07660

Attention: Office of the General Counsel

with a copy to:

Morgan Lewis & Bockius LLP

502 Carnegie Center, Suite 201

Princeton, New Jersey 08540

Attention: David C. Schwartz and Matthew Schoenfeld

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

11.

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors

and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will

have any right or obligation hereunder.

12.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement

is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which

it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale

of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of each Manager in connection

with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore,

the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether

a Manager has advised or is currently advising it on related or other matters). The Company agrees that it will not claim that a Manager

has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with

the transactions contemplated by this Agreement or the process leading thereto.

13.

Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or

oral) between the Company and the Managers with respect to the subject matter hereof.

14.

Applicable Law. This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of

the State of New York applicable to contracts made and to be performed within the State of New York.

15.

Waiver of Jury Trial. The Company 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 Agreement, any Terms Agreement or the transactions

contemplated hereby or thereby.

16.

Counterparts. This Agreement and any Terms Agreement may be signed in one or more counterparts, each of which shall constitute

an original and all of which together shall constitute one and the same agreement.

17.

Headings. The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect

the construction hereof.

18.

Recognition of the U.S. Special Resolution Regimes.

(a)

In the event that any Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer from such Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the

same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

(b)

In the event that any Manager that is a Covered Entity or a BHC Act Affiliate of such Manager becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Manager are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States.

As used in this Section 18:

“BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k).

“Covered

Entity” means any of the following:

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

19.

Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Act” shall

mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time”

shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

“Base

Prospectus” shall mean the base prospectus referred to in Section 2(a) above contained in the Registration Statement

at the Execution Time.

“Business Day”

shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized

or obligated by law to close in New York City.

“Commission”

shall mean the U.S. Securities and Exchange Commission.

“Designated Manager”

shall mean, as of any given time, a Manager that the Company has designated as sales agent to sell Shares pursuant to the terms of this

Agreement.

“Disclosure Package”

shall mean (i) the Base Prospectus, (ii) the Prospectus Supplement, (iii) the most recently filed Interim Prospectus Supplement, if any,

(iv) the Issuer Free Writing Prospectuses, if any, identified in Schedule I hereto, (v) the public offering price of Shares sold at the

relevant Applicable Time as specified in a Terms Agreement and (vi) any other Free Writing Prospectus that the parties hereto shall hereafter

expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date”

shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes

effective.

“Exchange Act”

shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time”

shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Free Writing Prospectus”

shall mean a free writing prospectus, as defined in Rule 405.

“Interim

Prospectus Supplement” shall mean the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b)

from time to time as provided by Section 4(q) of this Agreement.

“Issuer Free Writing

Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Prospectus”

shall mean the Base Prospectus, as supplemented by the Prospectus Supplement and the most recently filed Interim Prospectus Supplement

(if any).

“Prospectus Supplement”

shall mean the most recent prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution

Time.

“Registration

Statement” shall mean the registration statement referred to in Section 2(a) above, including exhibits and financial

statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part

of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment

thereto becomes effective, shall also mean such registration statement as so amended.

“Rule 158,”

“Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule

415,” “Rule 424,” “Rule 430B” and “Rule 433” refer to such rules under

the Act.

“Subsidiary”

shall mean each of the Company’s “significant subsidiaries” as defined in Rule 1.02 of Regulation S-X promulgated under

the Act.

[Signature Pages Follow]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance

shall represent a binding agreement among the Company and the Managers.

Very truly yours,

INNODATA INC.

By:

/s/ Jack S. Abuhoff

Name: Jack S. Abuhoff

Title: Chief Executive Officer

Signature

page to equity distribution agreement

CONFIRMED AND ACCEPTED,

as of the date first written above:

GOLDMAN SACHS & CO. LLC

By:

/s/ William Connolly

Name: William Connolly

Title: Managing Director

Signature page to equity distribution

agreement

CRAIG-HALLUM CAPITAL GROUP LLC

By:

/s/ Rick Hartfiel

Name: Rick Hartfiel

Title: Partner

Signature page to equity distribution

agreement

WELLS FARGO SECURITIES, LLC

By:

/s/ Christine Roemer

Name: Christine Roemer

Title: Managing Director

Signature page to equity distribution

agreement

MAXIM GROUP LLC

By:

/s/ Larry Glassberg

Name: Larry Glassberg

Title: Co-Head of Investment Banking

Signature page to equity distribution

agreement

WEDBUSH SECURITIES INC.

By:

/s/ Burke Dempsey

Name: Burke Dempsey

Title: EVP, Head of Investment Banking & Capital Markets

Signature

page to equity distribution agreement

SCHEDULE I

Schedule of Free Writing Prospectuses included

in the Disclosure Package

Schedule I

ANNEX I

INNODATA

INC.

Common Stock ($0.01 par value)

TERMS AGREEMENT

____________, 2026

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Craig-Hallum Capital Group LLC

323 N. Washington Avenue, Suite 300

Minneapolis, Minnesota 55401

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Wedbush Securities Inc.

4 Embarcadero Center, Suite 2610

San Francisco, California 94111

Ladies and Gentlemen:

Innodata

Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the

Equity Distribution Agreement, dated August 6, 2026 (the “Equity Distribution Agreement”), among the Company, Goldman

Sachs & Co. LLC, Craig-Hallum Capital Group LLC, Wells Fargo Securities, LLC, Maxim Group LLC and Wedbush Securities Inc. (collectively,

the “Managers”), to issue and sell to the Managers, the securities specified in the Schedule I hereto (the “Purchased

Shares”)

Each

of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Designated Manager, as agent

of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of

this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties

set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that

each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus

(as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation

to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation

to the Prospectus as amended and supplemented to relate to the Purchased Shares.

An amendment to the Registration

Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased

Shares, in the form heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions

set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and

sell to the Designated Manager and the latter agrees to purchase from the Company the number of shares of the Purchased Shares at the

time and place and at the purchase price set forth in the Schedule I hereto.

If the foregoing is in accordance

with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions

of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers and the

Company.

INNODATA INC.

By:

Name:

Title:

ACCEPTED as of the date first written above.

GOLDMAN SACHS & CO. LLC

By:

Name:

Title:

CRAIG-HALLUM CAPITAL GROUP LLC

By:

Name:

Title:

WELLS FARGO SECURITIES, LLC

By:

Name:

Title:

MAXIM GROUP LLC

By:

Name:

Title:

WEDBUSH SECURITIES INC.

By:

Name:

Title:

Schedule I to the Terms Agreement

Title of Purchased Shares:

Common Stock

Number of Shares of Purchased Shares:

[Price to Public:]

Purchase Price by the Managers:

Method of and Specified Funds for Payment of Purchase

Price:

By wire transfer to a bank account specified by

the Company in same day funds.

Method of Delivery:

Free delivery of the Shares to the Manager’s

account at The Depository Trust Company in return for payment of the purchase price.

Time of Delivery:

Closing Location:

Documents to be Delivered:

The following documents referred to in the Equity

Distribution Agreement shall be delivered as a condition to the closing at the Time of Delivery:

(1) The

opinion referred to in Section 4(l).

(2) The

opinion referred to in Section 4(m).

(3) The

accountants’ letter referred to in Section 4(n).

(4) The

officers’ certificate referred to in Section 4(k).

(5) Such other documents as the Managers shall reasonably request.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622364d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

August 6, 2026

Innodata Inc.

55 Challenger Road

Ridgefield Park, New Jersey 07660

Ladies and Gentlemen:

We have acted as counsel to

Innodata Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company from

time to time of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to

$300,000,000 (the “Placement Shares”), pursuant to the Registration Statement on Form S-3 (File No. 333-298075),

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

on August 6, 2026, which became automatically effective on August 6, 2026 (the “Registration Statement”), the related

base prospectus, dated August 6, 2026 (the “Base Prospectus”), and the prospectus supplement, dated August 6, 2026

(the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), filed with

the SEC pursuant to Rule 424(b) under the Act, and the equity distribution agreement, dated August 6, 2026 (the “Sales Agreement”),

by and among the Company, Goldman Sachs & Co. LLC, Craig-Hallum Capital Group LLC, Wells Fargo Securities, LLC, Maxim Group LLC, and

Wedbush Securities Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”).

In connection with this opinion

letter, we have examined the Registration Statement, the Prospectus, the Sales Agreement, and originals, or copies certified or otherwise

identified to our satisfaction, of the Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Company,

and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness

of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity

with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals

of all documents submitted to us as copies.

Based upon the foregoing,

we are of the opinion that the Placement Shares have been duly authorized by the Company and, when issued and sold by the Company and

delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Sales Agreement, will be validly

issued, fully paid and non-assessable.

The opinions expressed herein

are limited to the Delaware General Corporation Law.

We hereby consent to the reference

to us under the heading “Legal Matters” in each of the Prospectus Supplement and the Base Prospectus, to the references to

us in the Registration Statement, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to

be filed on or about the date hereof, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents,

we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or

the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP

502 Carnegie Center Dr.

Princeton, NJ 08540

+1.609.919.6600

United States

+1.609.919.6701

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