Form 8-K

8-K — Elmet Group Co.

Accession: 0001213900-26-047521

Filed: 2026-04-24

Period: 2026-04-22

CIK: 0002101698

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287495-8k_elmet.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED AS OF APRIL 22, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO (ea028749501ex1-1.htm)

EX-3.1 — AMENDED AND RESTATED BYLAWS OF THE ELMET GROUP CO (ea028749501ex3-1.htm)

EX-4.1 — BROKER'S WARRANT (ea028749501ex4-1.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 22, 2026 (ea028749501ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED APRIL 24, 2026 (ea028749501ex99-2.htm)

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GRAPHIC (ea028749501_ex99-2img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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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): April 22, 2026

The Elmet Group Co.

(Exact name of registrant as specified in its charter)

Delaware

001-43245

33-1881598

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2 Portland Fish Pier, Suite 214

Portland, Maine 04101

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (207) 518-6791

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box

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

provisions:

☐ Written communications pursuant

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

☐ Soliciting material pursuant to

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

☐ Pre-commencement communications

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

☐ Pre-commencement communications

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ELMT

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

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

Emerging growth company ☒

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.

Initial Public Offering

On April 22, 2026, The Elmet

Group Co., a Delaware corporation, (the “Company”), entered into an underwriting agreement (the “Underwriting

Agreement”) with Cantor Fitzgerald & Co. acting as the representative of the several underwriters (the “Representative”)

of the Company’s firm commitment underwritten initial public offering (the “Offering”). Pursuant to the Underwriting

Agreement, the Company agreed to sell to the underwriters an aggregate of 8,571,428 shares (the “Shares”) of the

Company’s common stock, par value $0.001 per share (the “Common Stock”) at a price of $14.00 per share (the “Offering

Price”). Pursuant to the Underwriting Agreement, the Company granted the underwriters the option (“Over-Allotment Option”),

exercisable for 30 days from April 22, 2026, to purchase up to an additional 1,285,714 from the Company at the Offering Price, less the

underwriting discount, to cover over-allotments. On April 23, 2026, the underwriters exercised the Over-Allotment Option in full.

On April 24, 2026 (the

“Closing Date”), the Company consummated the closing of the Offering and the Over-Allotment Option, generating

aggregate gross proceeds of approximately $138,000,000 and aggregate net proceeds (after deducting underwriter discounts and

offering expenses) of approximately $125,500,000. The Common Stock is listed on the Nasdaq Capital Market under the trading symbol

“ELMT.”

The Shares were offered by

the Company pursuant to the Registration Statement on Form S-1, as amended (File No. 333-294725), which was originally filed with the

Securities and Exchange Commission (the “Commission”) on March 30, 2026, and declared effective by the Commission on

April 22, 2026, and the additional Registration Statement on Form S-1 (File No. 333-2945291), filed with the Commission on April 22, 2026,

which became immediately effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended.

The Underwriting Agreement

contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context

of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Company has also

agreed that it will not, without the prior written consent of the Representative, offer, pledge, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer

or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares of Common

Stock for a period of one hundred and eighty (180) days following the Closing Date, other than certain exempt issuances.

Representative’s Warrant

As partial compensation for

its services, on April 24, 2026, the Company issued to the Representative a warrant to purchase up to 147,857 shares of Common Stock

(the “Broker’s Warrant”). The Broker’s Warrant is exercisable at a per share exercise price equal to $17.50

and is exercisable at any time and from time to time, in whole or in part, for a term of four years commencing one hundred and eighty

(180) days after the commencement of sales in the Offering, and terminating on April 24, 2030. Neither the Broker’s Warrant nor

any of the shares of Common Stock issued upon exercise of the Broker’s Warrant may be sold, transferred, assigned, pledged or hypothecated,

or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition

of such securities by any person, for a period of one hundred and eighty (180) days immediately following the commencement of sales in

the Offering, except as permitted by applicable FINRA rules. The Broker’s Warrant also provides for demand registration rights of

the shares underlying the Broker’s Warrant and “piggyback” registration rights for up to five (5) years after the Pricing

Date (as defined in the Broker’s Warrant), with respect to the registration of the shares underlying the Broker’s Warrant,

as well as customary anti-dilution provisions.

The foregoing summary of the

terms of the Underwriting Agreement and the Broker’s Warrant are subject to, and qualified in their entirety by reference to, copies

of the Underwriting Agreement and the Broker’s Warrant that are filed as Exhibits 1.1 and 4.1, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On April 24, 2026, in

connection with the closing of the Offering, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”),

previously approved by the Company’s board of directors, became effective. The Amended and Restated Bylaws amended and restated

the Company’s prior bylaws in their entirety to, among other things: (i) establish the threshold for a quorum at any meeting

of stockholders to be one third (1/3) (33.34%) of the outstanding shares of Common Stock of the Company; (ii) establish procedures

relating to notice of annual meetings, special meetings and public announcements; (iii) establish procedures regarding the inspection

of elections; (iv) establish procedures relating to the nomination of directors; and (v) conform to the provisions of the Company’s

second amended and restated certificate of incorporation.

The foregoing description

of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which

is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 22, 2026, the Company

issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated by reference herein.

On April 24, 2026, the Company

issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this Current Report

on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are

being filed herewith:

Exhibit No.

Description

1.1#

Underwriting Agreement, dated as of April 22, 2026, by and between the Company and Cantor Fitzgerald & Co.

3.1

Amended and Restated Bylaws of The Elmet Group Co.

4.1

Broker’s Warrant

99.1

Press Release, dated April 22, 2026.

99.2

Press Release, dated April 24, 2026.

104

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

# Certain annexes, schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential

basis upon request.

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Dated: April 24, 2026

The Elmet Group Co.

By:

/s/ Peter V. Anania

Name:

Peter V. Anania

Title:

Chief Executive Officer and Chairman

EX-1.1 — UNDERWRITING AGREEMENT, DATED AS OF APRIL 22, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO

EX-1.1

Filename: ea028749501ex1-1.htm · Sequence: 2

Exhibit 1.1

THE ELMET GROUP CO.

8,571,428 Shares of Common Stock

(par value $0.001 per share)

Underwriting Agreement

April 22, 2026

Cantor Fitzgerald & Co.

As Representative of the several

Underwriters

listed in Schedule A

hereto

499 Park Avenue

New York, NY 10022

Ladies and Gentlemen:

The Elmet Group Co., a Delaware

corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the

“Underwriters”) an aggregate of 8,571,428 shares of its common stock, par value $0.001 per share (the “Shares”).

The 8,571,428 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to

the Underwriters a 30-day option to purchase up to an additional 1,285,714 Shares (the “Over-Allotment Option”). The

additional 1,285,714 Shares to be sold by the Company pursuant to the Over-Allotment Option are collectively called the “Over-Allotment

Option Shares.” The Firm Shares and, if and to the extent the Over-Allotment Option is exercised, the Over-Allotment Option

Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has

agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection

with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the

term “Underwriter” as used herein shall mean Cantor, as Underwriter, and the term “Underwriters” shall mean either

the singular or the plural, as the context requires.

Cantor has agreed to reserve

a portion of the Offered Shares to be purchased by it under this agreement (the “Agreement”) for sale to the Company’s

directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”),

as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Share Program”),

subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority

Inc. (“FINRA”) and all other applicable laws, rules and regulations. The Directed Share Program shall be administered

by Needham & Company LLC. The Offered Shares to be sold by Cantor and its affiliates pursuant to the Directed Share Program, at the

direction of the Company, are referred to hereinafter as the “Directed Shares.” Any Directed Shares not orally confirmed

for purchase by any Participant by the end of the Business Day (as defined below) on which this Agreement is executed may be offered to

the public by the Underwriters as set forth in the Prospectus.

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, as

amended (File No. 333-294725). Such registration statement, as amended, including the financial statements, exhibits and schedules

thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated

thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time

of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration

statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares

is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule

462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The

preliminary prospectus dated April 14, 2026 describing the Offered Shares and the offering thereof is called the “Preliminary

Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered Shares and

the offering thereof and is used prior to the filing of the Prospectus (as defined below) is called a “preliminary prospectus.”

As used herein, the term “Prospectus” shall mean the prospectus in the form first used by the Underwriters to confirm

sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant

to Rule 173 under the Securities Act. The Company has prepared and filed, in accordance with Section 12 of the Securities Exchange Act

of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), a registration statement

(as amended, the “Exchange Act Registration Statement”) on Form 8-A (File No. 001-43245) under the Exchange Act to

As used herein, the “Applicable

Time” is 6:00 p.m. (New York time) on April 22, 2026. As used herein, “free writing prospectus” has the meaning

set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary Prospectus, as

amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectuses, if any, identified on Schedule

B hereto and the pricing information set forth on Schedule C hereto. As used herein, “Road Show” means a

“road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated

hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section

5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that

is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one

or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited

investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to

determine whether such investors might have an interest in the offering of the Offered Shares; “Section 5(d) Oral Communication”

means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized

to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest

in the offering of the Offered Shares; “Marketing Materials” means any materials or information provided to investors

by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any Road Show

or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d)

Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule D attached

hereto.

All references in this Agreement

to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus or the Prospectus, any amendments or supplements

to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic

Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any

“electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section

3(n).

The Company hereby confirms

its agreements with the Underwriters as follows:

1. Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter as of the date of this Agreement, the Applicable

Time, the First Closing Date (as hereinafter defined) and each Option Closing Date (as hereinafter defined), if any, as follows:

(a) Compliance

with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,

to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop

order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted

or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Exchange Act Registration

Statement has become effective as provided in Section 12 of the Exchange Act.

(b) Disclosure.

Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic

transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy

thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement

and any post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply

in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the

Time of Sale Prospectus did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section

2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement

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

which they were made, not misleading. The Prospectus, as of its date and (as then amended or supplemented) at all subsequent times, did

not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in

the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective

amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and

in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly

for use therein, it being understood and agreed that the only such information consists of the information described in Section 9(b).

There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as

an exhibit to the Registration Statement which have not been described or filed as required.

Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was

not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares pursuant

to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule

433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities

Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act

or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the

requirements of Rule 433 under the Securities Act, including timely filing with the Commission or retention where required and legending,

and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and

sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the

information contained in the Registration Statement, the Prospectus or any preliminary prospectus and not superseded or modified. Except

for the free writing prospectuses, if any, identified in Schedule B, and electronic Road Shows, if any, furnished to the Representative

before first use, the Company has not prepared, used or referred to, and will not, without the Representative’s prior written consent,

prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, does

not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

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

(d)

Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or,

if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Section

5(d) Written Communication or Section 5(d) Oral Communication) through the date hereof, the Company has been and is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(e) Testing-the-Waters

Materials. The Company (i) has not alone engaged in any Section 5(d) Written Communication or Section 5(d) Oral Communication and

(ii) has not authorized anyone other than the Representative to engage in such Permitted Section 5(d) Communications. The Company reconfirms

that the Representative has been authorized to act on its behalf in conveying Marketing Materials, Section 5(d) Oral Communications and

Section 5(d) Written Communications. The Company has not distributed or approved for distribution any Section 5(d) Written Communications.

Any individual Permitted Section 5(d) Communication does not conflict with the information contained in the Registration Statement or

the Time of Sale Prospectus, and when taken together with the Time of Sale Prospectus as of the Applicable Time, did not, and as of the

First Closing Date and as of each Option Closing Date, as the case may be, will not, contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading. The Company has filed publicly on EDGAR at least 15 calendar days prior to any “road show” (as defined

in Rule 433 under the Act), any confidentially submitted registration statement and registration statement amendments relating to the

offer and sale of the Offered Shares.

(f) Distribution

of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the Over-Allotment Option to the several

Underwriters in ‎Section 2, (ii) the completion of the Underwriters’ distribution of the Offered Shares and (iii) the expiration

of 25 days after the date of the Prospectus, the Company has not distributed and will not distribute any offering material in connection

with the offering and sale of the Offered Shares other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or

any free writing prospectus reviewed and consented to by the Representative, and the free writing prospectuses, if any, identified on

Schedule B hereto and any Permitted Section 5(d) Communications.

(g) Financial

Information. The consolidated financial statements of Anania & Associates and its subsidiaries (a/k/a The Elmet Group Co.) included

in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes and schedules, present

fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the

dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the

periods specified and have been prepared in compliance with the requirements of the Securities Act and in conformity with GAAP (as defined

below) applied on a consistent basis during the periods involved; there are no financial statements (historical or pro forma) that are

required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not included as required;

the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance

sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Time of Sale Prospectus and the

Prospectus; and all disclosures contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and the free writing

prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the

Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions

“Prospectus Summary—Summary Financial Information,” “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and “Capitalization” fairly present the information set forth therein on a basis consistent

with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

The pro forma financial information and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus

and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act, and the assumptions underlying

such pro forma financial information are reasonable and are set forth in the Registration Statement, the Time of Sale Prospectus and the

Prospectus.

(h) Conformity

with EDGAR Filing. The Preliminary Prospectus and Final Prospectus delivered to the Underwriters for use in connection with the offer

and sale of the Offered Shares pursuant to this Agreement will be identical to the versions of the Preliminary Prospectus and Final Prospectus

created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.

(i) Organization.

The Company and each of its subsidiaries (as defined in Rule 405 under the Securities Act) (the “Subsidiaries”) are

duly organized, validly existing as a corporation, partnership or limited liability company, as applicable, and in good standing under

the Laws (as defined below) of their respective jurisdictions of organization. The Company and each of the Subsidiaries are duly licensed

or qualified as a foreign corporation for transaction of business and in good standing under the Laws of each other jurisdiction in which

their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification,

and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses

as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, except where the failure to be so qualified

or in good standing or have such power or authority could not, individually or in the aggregate, have a material adverse effect on or

affect the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity

or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with the consummation

of the transactions contemplated hereby (a “Material Adverse Effect”).

(j) Subsidiaries.

Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company owns, directly or indirectly,

all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal

or other restriction. All the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive

and similar rights. No Subsidiary has outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities

or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of its capital stock

or other securities. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making

any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary

from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the

Company.

(k) No

Violation or Default. Neither the Company nor any of the Subsidiaries is (i) in violation of its charter or by-laws or similar

organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company

or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject; or

(iii) in violation of any Law of any Governmental Authority (as defined below), except, in the case of each of clauses (ii) and (iii)

above, for any such violation or default that could not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s

knowledge, no other party under any material contract or other agreement to which it or any of the Subsidiaries is a party is in default

in any respect thereunder.

(l) No

Material Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Time

of Sale Prospectus, the Prospectus and the free writing prospectuses, if any, there has not been (i) any Material Adverse Effect or the

occurrence of any development that could, individually or in the aggregate, have a Material Adverse Effect, (ii) any transaction which

is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent (including any

off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries taken

as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of the Company or any of the Subsidiaries

or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary.

(m) Capitalization.

The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and are not

subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization

as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the dates referred to therein (other

than the grant of additional options under the Company’s existing equity incentive or stock option plans, or changes in the number

of outstanding Shares due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into,

Shares outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration

Statement, the Time of Sale Prospectus and the Prospectus. The description of the Shares in the Registration Statement, the Time of Sale

Prospectus and the Prospectus is complete and accurate in all material respects. Except as disclosed in the Registration Statement, the

Time of Sale Prospectus and the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase,

or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or

commitments to issue or sell, any shares of capital stock or other securities.

(n) Authorization;

Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated

hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of

the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.

(o) Authorization

of the Offered Shares. The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued

and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable,

free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights,

resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The

Offered Shares, when issued, will conform to the description thereof set forth in the Registration Statement, the Time of Sale Prospectus

and the Prospectus.

(p) No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority

is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of the

Offered Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under

applicable state securities Laws or Laws of FINRA or the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”)

in connection with the sale of the Offered Shares.

(q) No

Preferential Rights. Except as expressly disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus:

(i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),

has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Shares or shares of any other capital

stock or other securities of the Company, other than pursuant to outstanding stock appreciation rights and shares of restricted stock

subject to vesting criteria held by certain of the Company’s non-executive employees as described in the Registration Statement,

the Time of Sale Prospectus and the Prospectus; (ii) no Person has any preemptive rights, resale rights, rights of first refusal,

rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Shares

or shares of any other capital stock or other securities of the Company; (iii) no Person has the right to act as an underwriter

or financial advisor to the Company in connection with the offer and sale of the Shares; and (iv) no Person has the right, contractual

or otherwise, to require the Company to register under the Securities Act the offer and sale of any Shares or shares of any other capital

stock or other securities of the Company, or to include any such shares or other securities in Registration Statement or the offering

contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Offered Shares

as contemplated thereby or otherwise.

(r) Independent

Public Accounting Firm. RSM US LLP (the “Accountant”), whose report on the consolidated financial statements of

Anania & Associates and its subsidiaries (a/k/a The Elmet Group Co.) is filed with the Commission as part of the Registration Statement,

the Time of Sale Prospectus and the Prospectus, are and, during the periods covered by their report, were an independent registered public

accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). To the best

of the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act

of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

(s) Enforceability

of Agreements. To the best of the Company’s knowledge and belief, all agreements between the Company or one of its Subsidiaries

and third parties referenced in the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary enforceable

in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles and (ii) the

indemnification provisions of certain agreements may be limited by federal or state securities Laws or public policy considerations in

respect thereof.

(t) No

Litigation. There are no actions, suits or proceedings by or before any Governmental Authority pending, nor any audits or, to the

Company’s knowledge after due inquiry, any investigations, by or before any Governmental Authority, to which the Company or a Subsidiary

is a party or to which any property of the Company or any of the Subsidiaries is the subject that could, individually or in the aggregate,

have a Material Adverse Effect and, to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are

threatened or contemplated by any Governmental Authority or threatened by others; and (i) there are no current or pending audits,

actions, suits, proceedings or investigations by or before any Governmental Authority that are required under the Securities Act to be

described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described; and (ii) there

are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that

are not so filed.

(u) Consents

and Permits. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not reasonably

be expected to have a Material Adverse Effect, the Company and each Subsidiary possess such valid and current certificates, authorizations

or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses,

and neither the Company nor any Subsidiary has received, or has any reason to believe that it will receive, any written notice of proceedings

relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit.

(v) Intellectual

Property. The Company and the Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent

applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets,

technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”)

necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license

or otherwise hold adequate rights to use such Intellectual Property could not, individually or in the aggregate, have a Material Adverse

Effect. To the best of the Company’s knowledge and except, in the case of any of clauses (i)-(vii) below, for any such infringement

by third parties or any such pending or threatened suit, action, proceeding or claim as could not, individually or in the aggregate, have

a Material Adverse Effect: (i) there are no rights of third parties to any such Intellectual Property owned by the Company and the Subsidiaries;

(ii) there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, threatened action, suit,

proceeding or claim by others challenging the Company’s and the Subsidiaries’ rights in or to any such Intellectual Property,

and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there

is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property;

(v) there is no pending or threatened action, suit, proceeding or claim by others that the Company or the Subsidiaries infringe or otherwise

violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) there is no third-party U.S. patent

or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has

been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus or the Prospectus

as being owned by or licensed to the Company; and (vii) the Company and the Subsidiaries have complied with the terms of each agreement

pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force

and effect.

(w) Cybersecurity;

Data Protection. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and

the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications,

and databases (collectively, “IT Systems”) are: (i) adequate for, and operate and perform in all material respects

as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted: and (ii) free

and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and the Subsidiaries

have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect

(i) their material confidential information (including “Personal Data,” as such term is defined under applicable Laws)

in their possession or control and (ii) the integrity, operation, redundancy and security of all IT Systems used in connection with their

businesses. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or that have been remedied

without material cost or liability or the duty to notify any other person, there have been no breaches, violations, outages or unauthorized

uses of or accesses to IT Systems or Personal Data in the Company’s and the Subsidiaries’ possession or control. The Company

and the Subsidiaries are presently in material compliance with all applicable Laws, internal policies and contractual obligations governing

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.

(x) No

Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money

or on any rental on one or more long-term leases, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, and neither the Company nor any of the Subsidiaries has failed to pay any dividend or sinking fund installment on preferred

stock, which defaults or failures could, individually or in the aggregate, have a Material Adverse Effect.

(y) Certain

Market Activities. Neither the Company nor any of the Subsidiaries has taken, directly or indirectly, any action designed to or that

might cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined

in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate

the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

(z) Broker/Dealer

Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer”

in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls

or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in

the FINRA Manual).

(aa) No

Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting

advice in connection with the offering and sale of the Offered Shares.

(bb) Taxes.

The Company and each of the Subsidiaries have filed all U.S. federal, state, local and foreign tax returns which have been required to

be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested

in good faith, except where the failure to so file or pay could not, individually or in the aggregate, have a Material Adverse Effect.

Except as otherwise disclosed in or contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus, no tax

deficiency has been determined adversely to the Company or any of the Subsidiaries which has had, or could have, individually or in the

aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty

or assessment which has been or might be asserted or threatened against it which could, individually or in the aggregate, have a Material

Adverse Effect.

(cc) Title

to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

the Company and the Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, and good and

valid title to all personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned

by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances

and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the

Company and any of the Subsidiaries or (ii) could not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal

property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company or any

of the Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with

the use made or proposed to be made of such property by the Company or any of the Subsidiaries or (B) could not, individually or in the

aggregate, have a Material Adverse Effect. Each of the properties of the Company and the Subsidiaries complies with all applicable Laws

(including building and zoning Laws and Laws relating to access to such properties) except for such failures to comply that could not,

individually or in the aggregate, have a Material Adverse Effect. None of the Company or the Subsidiaries has received from any Governmental

Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Subsidiaries, and the

Company knows of no such condemnation or zoning change which is threatened, except for such that could not, individually or in the aggregate,

have a Material Adverse Effect.

(dd) Environmental

Laws. The Company and the Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign Laws

relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants

(collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other

approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Registration

Statement, the Time of Sale Prospectus or the Prospectus; and (iii) have not received notice of any actual or potential liability

for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,

except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits,

licenses, other approvals or liability as could not, individually or in the aggregate, have a Material Adverse Effect.

(ee) Disclosure

Controls. The Company and each of the Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable

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

are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and

to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific

authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences. Except as expressly described in the Registration Statement, the Time of Sale Prospectus

and the Prospectus, the Company’s internal control over financial reporting is effective, and 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 of the Company

included in the Time of Sale 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.

The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and

designed such disclosure controls and procedures to ensure that material information relating to the Company and each of the Subsidiaries

is made known to the certifying officers by others within those entities. Since the date of the latest audited financial statements of

the Company included in the Time of Sale Prospectus, there have been no significant changes in the Company’s internal controls (as

such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors

that could significantly affect the Company’s internal controls.

(ff) Accounting

Controls. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and the Subsidiaries

maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply

in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective

principal executive and principal financial officers, or persons performing similar functions, and designed 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 and the Subsidiaries maintain internal accounting controls designed, and which the Company believes sufficient, to provide

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

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

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

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

any differences. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no material

weaknesses in the Company’s internal controls. The Accountant and the Board of Directors of the Company have been advised in writing

of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting

which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and

report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant

role in the Company’s internal controls over financial reporting.

(gg) Sarbanes-Oxley.

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 provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated

thereunder.

(hh) Brokers.

Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar

payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to or pursuant to this Agreement.

(ii) Labor

Disputes. No labor disturbance by or dispute with employees of the Company or any of the Subsidiaries exists or, to the knowledge

of the Company, is threatened which could, individually or in the aggregate, have a Material Adverse Effect.

(jj) Investment

Company Act. Neither the Company nor any of the Subsidiaries is, or will be, either after receipt of payment for the Offered Shares

or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the

Time of Sale Prospectus or the Prospectus, required to register as an “investment company” or an entity “controlled”

by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

(kk) Operations.

The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable money laundering,

financial record keeping and reporting requirements and counter-terrorism financing Laws, rules and regulations, including but not limited

to the Currency and Foreign Transactions Reporting Act of 1970, as amended by the USA PATRIOT Act of 2001, and the rules and regulations

promulgated thereunder, and the anti-money laundering Laws and counter-terrorism financing Laws, rules and regulations of all jurisdictions

to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”);

and no investigation, action, suit or proceeding by or before any Governmental Authority involving the Company or any of the Subsidiaries

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

(ll) Off-Balance

Sheet Arrangements. There are no transactions, arrangements or other relationships between and/or among the Company, on the one hand,

and/or any of its affiliates and any unconsolidated entity, on the other hand, including any structured finance, special purpose or limited

purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect materially the

Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactions

described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

(mm) ERISA.

Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees

or former employees of the Company and any of the Subsidiaries has been maintained in material compliance with its terms and the requirements

of any applicable statutes, orders, rules and regulations, including ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);

no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in

a material liability to the Company with respect to any such plan, excluding transactions effected pursuant to a statutory or administrative

exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated

funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of

the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits

accrued under such plan determined using reasonable actuarial assumptions.

(nn) Forward-Looking

Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of

the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus

(i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying

assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying

those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was

made with the knowledge of an executive officer or director of the Company that it was false or misleading.

(oo) Margin

Rules. Neither the issuance, sale and delivery of the Offered Shares nor the application of the proceeds thereof by the Company as

described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal

Reserve System or any other regulation of such Board of Governors.

(pp) Insurance.

The Company and each of the Subsidiaries carry, or are covered by, insurance covering their respective properties, operations, personnel

and businesses, including business interruption insurance, in such amounts and covering such risks as the Company and each of the Subsidiaries

reasonably believe are adequate for the conduct of their business and the maintenance of their properties and as is customary for companies

engaged in similar businesses in similar industries; and neither the Company nor any of the Subsidiaries has (i) received notice from

any insurer or agent of such insurer that any material capital improvements or other expenditures are required or necessary to be made

in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as

and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue

its business.

(qq) Government

Contracts and Government Bids. The Company and each of its Subsidiaries has complied in all material respects with: (i) all terms

and conditions of each Government Contract and Government Bid; (ii) all legal requirements applicable to each such Government Contract

and Government Bid; and (iii) all representations, certifications and disclosure statements made by or submitted on behalf of the Company

or any Subsidiary with respect to each Government Contract and Government Bid, and all such representations, certifications and disclosure

statements were current, accurate, and complete in all material respects as of the date of submission. Neither the Company nor any of

the Subsidiaries has identified or received written or, to the Company’s knowledge, oral notice of any actual or alleged violation

or breach of any statute, regulation, representation, certification, disclosure obligation, or term or condition of a Government Contract

or Government Bid that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. Neither

the Company nor any Subsidiary has received written or, to the Company’s knowledge, oral notice of termination for cause or default,

cure notice, show cause notice, or stop work order relating to any Government Contract, other than with respect to any ordinary course

of business termination for convenience due to a change in scope of a Government Contract. No Government Contract has been terminated

for default or cause and, to the best of the Company’s knowledge, no facts or circumstances exist upon which a termination for convenience,

default, or cause may be based in the future. Neither the Company nor any Subsidiary has received written or, to the best of the Company’s

knowledge, oral notice of any pending or threatened investigation, prosecution, or administrative proceeding or audit related to any Government

Contract or Government Bid. None of the Company, any Subsidiary, any of the Company’s or any Subsidiary’s owners, officers

or directors, or, to the best of the Company’s knowledge, any of its subcontractors, employees, consultants, agents, or representatives,

is currently debarred or suspended from doing business with any Governmental Authority, or proposed for debarment or suspension, or otherwise

ineligible to hold, perform, or bid on any Government Contract. To the Company’s knowledge, there exist no facts or circumstances

that would be reasonably likely to result in a suspension, debarment proceeding or ineligibility on the part of the Company, any Subsidiary,

or any of the Company’s or any Subsidiary’s owners, officers, or directors. Neither the Company nor any Subsidiary has been

determined to be ineligible for award or received a negative determination of responsibility or an adverse or negative past performance

evaluation or rating with respect to any Government Contract or Government Bid, and there exist (i) no outstanding claims, requests for

equitable adjustment, or disputes against the Company or a Subsidiary by a Governmental Authority, prime contractor, subcontractor, or

whistleblower arising under any Government Contract; (ii) to the best of the Company’s knowledge, no facts over which a claim, request

for equitable adjustment, or dispute would reasonably be expected to arise in the future; and (iii) no bid protests relating to a Government

Contract or Government Bid.

(rr) Export

Control and Import Compliance. The Company, the Subsidiaries, its or their directors and officers and, to the best of the Company’s

knowledge, employees, are and have been in compliance, in all material respects, with (i) all applicable trade, export control, import

and antiboycott laws and regulations imposed, administered or enforced by the U.S. government, including: (a) laws, regulations and policies

enforced by U.S. Customs and Border Protection; (b) the Arms Export Control Act (22 U.S.C. § 1778) and the International Traffic

in Arms Regulations (22 C.F.R. Part 120 et seq.) administered by the U.S. Department of State’s Directorate of Defense Trade Controls;

(c) the Export Administration Regulations (15 C.F.R. Part 730 et seq.) administered by the U.S. Department of Commerce’s Bureau

of Industry and Security; (d) the U.S. anti-boycott regulations administered by the U.S. Department of Commerce’s Bureau of Industry

and Security and the IRS; (e) all laws concerning export and import reporting administered by the U.S. Census Bureau; (f) the International

Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706); the Foreign Trade Regulations (15 C.F.R. Part 30); and the Export

Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), and (ii) the antiboycott Laws and regulations imposed, administered or

enforced by any other country, except to the extent inconsistent with U.S. law (collectively, the “Export Control and Import

Laws”). The Company and the Subsidiaries have obtained all registrations, approvals, license exceptions, and licenses necessary

for exporting, importing, conducting their operations, and providing their products and services in accordance with all Export Control

and Import Laws (collectively, the “Export Approvals”), and have complied with the terms of all Export Approvals in

all material respects.

(ss) No

Improper Practices. Neither the Company nor any of the Subsidiaries, nor any director or officer, nor, to the best of the Company’s

knowledge, any employee of the Company or any Subsidiary or any other agent, affiliate or other person acting on behalf of the Company

or any Subsidiary, has undertaken or is aware of any of the following: (i) in the past five years and in connection with, or to further,

the Company’s business, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any

contribution in violation of applicable Law) or made any contribution or other payment to any official of, or candidate for, any federal,

state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any applicable Law

or of the character required to be disclosed in the Prospectus; (ii) any relationship, direct or indirect, that exists between or

among the Company or any Subsidiary or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of

the Company or any Subsidiary, on the other hand, that is required by the Securities Act to be described in the Registration Statement,

the Time of Sale Prospectus or the Prospectus that is not so described; (iii) any relationship, direct or indirect, that exists between

or among the Company or any Subsidiary or any affiliate of them, on the one hand, and the directors, officers, or stockholders of the

Company or any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement, the

Time of Sale Prospectus or the Prospectus that is not so described; (iv) that there are any outstanding loans or advances or guarantees

of indebtedness by the Company or any Subsidiary to or for the benefit of any of their respective officers or directors or any of the

members of the families of any of them; (v) that the Company has not offered, or caused any placement agent to offer, Shares to any person

with the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s

or supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to write

or publish favorable information about the Company or any Subsidiary or any of their respective products or services; and (vi) neither

the Company nor any Subsidiary nor any director, officer or employee of the Company or any Subsidiary or any agent, affiliate or other

person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the U.S. Foreign

Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of

Foreign Public Official 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 Law (collectively, “Anti-Corruption Laws”), (B) promised, offered,

provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any person for the purpose

of obtaining or retaining business, influencing any act or decision of the recipient or securing any improper advantage, or (C) made any

payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws. The Company

and the Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed

to promote and ensure compliance with all applicable anti-bribery and Anti-Corruption Laws.

(tt) No

Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Offered Shares as contemplated by the

Registration Statement, the Time of Sale Prospectus or the Prospectus, nor the consummation of any of the transactions contemplated herein

and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in

a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result

in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant

to the terms of any contract or other agreement to which the Company or any Subsidiary may be bound or to which any of the property or

assets of the Company or any Subsidiary is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such

conflicts, breaches and defaults that could not, individually or in the aggregate, have a Material Adverse Effect; nor will such action

result in (x) any violation of the provisions of the organizational or governing documents of the Company or any Subsidiary, or (y) any

material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or any Subsidiary or of

any Governmental Authority having jurisdiction over the Company or any Subsidiary.

(uu) Sanctions.

(i) Neither

the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or representative of the Company or any

of the Subsidiaries, is an individual, or entity (in this paragraph (vv), “Person”) that is, or is owned or controlled

by a Person that is:

(A) the

subject or target of any sanctions or trade embargoes administered or enforced by the U.S. government (including, without limitation,

the U.S. Department of Treasury’s Office of Foreign Assets Control (“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, the European Union, any European Union member state or the United Kingdom (collectively, “Sanctions”),

nor

(B) operating

from, located, organized or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings

with that country or territory (including, as of the date of this Agreement, Cuba, Iran, North Korea, Russia, and the Crimea, Donetsk

and Luhansk Regions of the Ukraine) (the “Sanctioned Countries”).

(ii) Since

April 22, 2021, neither the Company nor any Subsidiary has engaged in, and none of them are now engaging in, any dealings or transactions

with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions

or is or was a Sanctioned Country.

(vv) Compliance

with Laws. To the best of the Company’s knowledge, the Company and each of the Subsidiaries are in compliance with all applicable

Laws (including all environmental Laws), except where failure to be so in compliance would not reasonably be expected, individually or

in the aggregate, to cause a Material Adverse Effect, in the jurisdictions in which they carry on business; neither the Company nor any

Subsidiary has received a notice of non-compliance, and the Company does not know of, or have reasonable grounds to know of, any facts

that could give rise to a notice of non-compliance with any such Laws, and is not aware of any pending change or contemplated change to

any applicable Law or governmental positions.

(ww) Statistical

and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Time of

Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent

the Company’s good faith estimates that are made on the basis of data derived from such sources.

(xx) Stock

Exchange Listing. The Shares are registered pursuant to Section 12(b) of the Exchange Act and have been approved for listing on Nasdaq,

subject only to official notice of issuance.

(yy) Related-Party

Transactions. There are no business relationships or related-party transactions involving the Company or any of the Subsidiaries or

any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not been

described as required.

(zz) FINRA

Matters. All of the information provided to the Underwriters or to counsel for the Underwriters related to FINRA matters by the Company,

its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the

Company in connection with the offering of the Offered Shares is true, complete and correct and any letters, filings or other supplemental

information provided by such persons to FINRA is true, complete and correct.

(aaa) Parties

to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A

(the “Lock-up Agreement”) from the holders of all of the Company’s outstanding capital stock and each of the

persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and officers of the

Company. If any additional persons shall become directors or officers of the Company prior to the end of the Company Lock-up Period (as

defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director

or officer of the Company, to execute and deliver to the Underwriters a Lock-up Agreement.

(bbb) FINCEN

Beneficial Ownership Certification. As required by the Financial Crimes Enforcement Network within the U.S. Department of the Treasury,

the Company has delivered to the Representative, on or prior to the date of execution of this Agreement, such beneficial ownership certifications

and information as the Representative may have requested, together with copies of identifying documentation, and the Company undertakes

to provide such additional information and supporting documentation as the Representative may reasonably request in connection with the

verification of the foregoing certification.

(ccc) Directed

Share Program. The Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and

any amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus,

the Time of Sale Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with

the Directed Share Program. No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other

than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares

are being offered. The Company has not offered, or caused the Underwriters to offer, Shares to any person pursuant to the Directed Share

Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s

level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about

the Company or its products.

(ddd) No

Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or

guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”,

as such term is defined in Section 3(a)(62) under the Exchange Act.

(eee)

No Rights to Purchase Preferred Stock. The issuance and sale of the Shares as contemplated hereby will not cause any holder of

any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other

rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of

the Company.

(fff)

No Contract Terminations. Neither the Company nor any of the Subsidiaries has sent or received any communication regarding termination

of, or intent not to renew, any of the contracts or agreements referred to or described in the Registration Statement, the Time of Sale

Prospectus or the Prospectus, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or,

to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not

been rescinded as of the date hereof.

(ggg) Dividend

Restrictions. None of the Subsidiaries is prohibited or restricted, directly or indirectly, from paying dividends to 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 from transferring any property or assets to the Company or to any other Subsidiary.

Any certificate signed by

any officer of the Company or any of the Subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection

with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each

Underwriter as to the matters covered thereby.

The Company has a reasonable

basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes

of the opinions to be delivered pursuant to Section 6, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy

and truthfulness of the foregoing representations and hereby consents to such reliance.

2. Purchase,

Sale and Delivery of the Offered Shares.

(a) The

Firm Shares. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 8,571,428

Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions

herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares

set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Company

shall be $13.02 per share.

(b) The

First Closing Date. Settlement of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices

of Thompson Coburn LLP, 55 East Monroe Street, Chicago, IL 60603 (or such other place as may be agreed to by the Company and the Representative)

at 9:00 a.m. Eastern time, on April 24, 2026, or such other time and date not later than 2:00 p.m. Eastern time, on April 27, 2026 as

the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing

Date”). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the

First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative to

recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

Over-Allotment Option Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein

contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants the Over-Allotment Option to the

several Underwriters to purchase, severally and not jointly, up to an aggregate of 1,285,714 Over-Allotment Option Shares from the Company

at the purchase price per share to be paid by the Underwriters for the Firm Shares. The Over-Allotment Option granted hereunder may be

exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be

given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Over-Allotment

Option Shares as to which the Underwriters are exercising the Over-Allotment Option and (ii) the time, date and place at which the Over-Allotment

Option Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the

event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer

to the time and date of delivery of the Firm Shares and such Over-Allotment Option Shares). Any such time and date of delivery, if subsequent

to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative, and shall

not be earlier than one or later than five full Business Days after delivery of such notice of exercise. If any Over-Allotment Option

Shares are to be purchased, (A) each Underwriter agrees, severally and not jointly, to purchase the number of Over-Allotment Option Shares

(subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the

total number of Over-Allotment Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the

name of such Underwriter bears to the total number of Firm Shares and (B) the Company agrees to sell the number of Over-Allotment Option

Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares

as the Representative may determine). The Representative may cancel the Over-Allotment Option at any time prior to its expiration by giving

written notice of such cancellation to the Company.

(d) Public

Offering of the Offered Shares. The Representative hereby advises the Company that the Underwriters intend to offer for sale to the

public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective

portions of the Offered Shares as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined

is advisable and practicable.

(e) Payment

for the Offered Shares.

(i) Payment

for the Offered Shares shall be made at the First Closing Date (and, if applicable, payment for the Over-Allotment Option Shares shall

be made at the First Closing Date or the applicable Option Closing Date, as the case may be) by wire transfer of immediately available

funds to the order of the Company.

(ii) It

is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept

delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Over-Allotment Option Shares the Underwriters

have agreed to purchase. Cantor, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make

payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the

First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment

shall not relieve such Underwriter from any of its obligations under this Agreement.

(f) Delivery

of the Offered Shares. The Company shall deliver, or cause to be delivered, through the facilities of The Depository Trust Company

(“DTC”), to the Representative for the accounts of the several Underwriters, the Firm Shares at the First Closing Date,

against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company

shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the

Representative for the accounts of the several Underwriters, the Over-Allotment Option Shares the Underwriters have agreed to purchase

at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately

available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be

made by credit to the accounts designated by the Representative through DTC’s full fast transfer or DWAC programs. The certificates,

if any, for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least

two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available

for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location

in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this

Agreement is a further condition to the obligations of the Underwriters.

3. Additional

Covenants of the Company.

The Company further covenants

and agrees with each Underwriter as follows:

(a) Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to the Representative, without charge,

two signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy

of the Registration Statement (without exhibits thereto) and shall furnish to the Representative in New York City, without charge, prior

to 10:00 a.m. New York City time on the Business Day next succeeding the date of this Agreement and during the period when a prospectus

relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172

under the Securities Act or any similar rule) in connection with the sale of the Offered Shares, as many copies of the Time of Sale Prospectus,

the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representative may reasonably request.

(b) Representative’s

Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Shares is required by the

Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule),

the Company (i) will furnish to the Representative for review, a reasonable period of time prior to the proposed time of filing of any

proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will not amend or

supplement the Registration Statement without the Representative’s prior written consent. Prior to amending or supplementing any

preliminary prospectus, the Time of Sale Prospectus or the Prospectus, the Company shall furnish to the Representative for review, a reasonable

amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement.

The Company shall not file or use any such proposed amendment or supplement without the Representative’s prior written consent.

The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus

required to be filed pursuant to such Rule.

Writing Prospectuses. The Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on

behalf of, used by or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus

or any amendment or supplement thereto without the Representative’s prior written consent. The Company shall furnish to each Underwriter,

without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such

Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically

or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the Offered Shares (but

in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result

of which any free writing prospectus prepared by or on behalf of, used by or referred to by the Company conflicted or would conflict with

the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted

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

at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus so that the statements in such

free writing prospectus as so amended or supplemented will not conflict with information contained in the Registration Statement and will

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

in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided, however, that prior

to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representative for review, a reasonable

amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus,

and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Representative’s

prior written consent.

(d) Filing

of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on

behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(e) Amendments

and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares

at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result

of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does 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

when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time

of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters,

it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable Law, the Company shall (subject to Section

3(b) and Section 3(c)) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as

so amended or supplemented 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 when delivered to a prospective purchaser, not misleading or so that

the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement,

or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable Law.

(f) Certain

Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in writing

of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time

and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective

amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the

Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus, the Time of

Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or

quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of

the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time,

the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees

that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use

its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner

by the Commission.

(g) Amendments

and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which

it is necessary to amend or supplement the Prospectus so that the Prospectus does 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 when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not

misleading, or if in the opinion of the Representative or counsel for the Underwriters it is otherwise necessary to amend or supplement

the Prospectus to comply with applicable Law, the Company agrees (subject to Section 3(b) and Section 3(c)) to promptly prepare, file

with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to

the Prospectus so that the statements in the Prospectus as so amended or supplemented 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 when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not

misleading or so that the Prospectus, as amended or supplemented, will comply with applicable Law. Neither the Representative’s

consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under

Section 3(b) or Section 3(c).

(h) Blue

Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered

Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky Laws or Canadian provincial securities

Laws (or other foreign Laws) of those jurisdictions designated by the Representative, shall comply with such Laws and shall continue such

qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall

not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such

jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise

the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered

Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the

event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to

obtain the withdrawal thereof at the earliest possible moment.

(i) Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described under

the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(j) Transfer

Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(k) Earnings

Statement. The Company will make generally available to its security holders and to the Representative as soon as practicable an earnings

statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company

commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the rules and

regulations of the Commission thereunder.

(l) Continued

Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion

of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and

the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the

Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities

Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required to be filed under the

Exchange Act.

(m) Listing.

The Company will use its best efforts to list, subject to notice of issuance, the Offered Shares on Nasdaq.

(n) Company

to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representative, the Company

shall cause to be prepared and delivered, at its expense, within one Business Day from the effective date of this Agreement, to the Representative,

an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Offered Shares.

As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus, and any amendment or supplement

thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative,

that may be transmitted electronically by the Representative and the other Underwriters to offerees and purchasers of the Offered Shares;

(ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material

cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with

a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or

convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow investors to store and have

continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for

subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the

Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared effective

an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be

transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.

(o) Agreement

Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including

the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up

Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its

sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined

below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under

the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange

Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities;

(iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement

or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether

any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities;

(vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated

by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided,

however, that the Company may (A) sell the Offered Shares pursuant to the terms of this Agreement and (B) issue Shares, Related

Securities or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other

stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders

of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares

or options during the Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion)

and (C) file a registration statement on Form S-8 (or an amendment or supplement thereto) under the Securities Act. For purposes of the

foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities

exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable

for, or convertible into, Shares.

(p) Future

Reports to the Representative. During the period of five years hereafter, the Company will furnish to the Representative, c/o Cantor

Fitzgerald & Co., at 110 East 59th Street, New York, NY 10022, Attention: Equity Capital Markets, Email: notices-IBD@cantor.com,

with copies to Cantor Fitzgerald & Co., 110 East 59th Street, New York, NY 10022, Attention: General Counsel, Email: legal-IBD@cantor.com:

(i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet

of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then

ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after

the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form

8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies

of any report or communication of the Company furnished or made available generally to holders of its capital stock; provided,

however, that the requirements of this Section 3(p) shall be satisfied to the extent that such reports, statement, communications,

financial statements or other documents are available on EDGAR.

(q) Emerging

Growth Company. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any

time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of

the Lock-Up Period.

(r) Investment

Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Shares

in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the Investment Company

Act.

(s) No

Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the Company

will take, directly or indirectly, without giving effect to activities by the Underwriters, any action designed to or that might cause

or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to

facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply

with all applicable provisions of Regulation M.

(t) Enforce

Lock-up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security

holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the

other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer

agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements

for the duration of the periods contemplated in such agreements, including “lock-up” agreements entered into by the Company’s

officers, directors and stockholders pursuant to Section 6(d) hereof.

(u) Company

to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company will

furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial

statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration

Statement and the Prospectus.

(v) Amendments

and Supplements to Permitted Section 5(d) Communications. If at any time following the distribution of any Permitted Section 5(d)

Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included

or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify

the Representative and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or

correct such untrue statement or omission.

(w) Directed

Share Program. In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted

to the extent required by FINRA or its rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following

the date of the effectiveness of the Registration Statement. The Company will direct the transfer agent to place stop transfer restrictions

upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Directed

Shares, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they

incur in connection with such release. The Company will comply with all applicable securities and other laws, rules and regulations in

each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

(x) Announcement

Regarding Lock-ups. The Company agrees to announce the Representative’s intention to release any director or “officer”

(within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Agreement,

by issuing, through a major news service, a press release, in the form set forth in Exhibit C hereto, promptly following the Company’s

receipt of any notification from the Representative in which such intention is indicated, but in any case not later than the close of

the third Business Day prior to the date on which such release or waiver is to become effective; provided, however, that

nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective

of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any

release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed

in writing to be bound by the terms of a Lock-up Agreement in the form set forth as Exhibit A hereto.

(y) Sanctions.

(i) The

Company and each of the Subsidiaries covenants that it will not, directly or indirectly, use the proceeds of the offering and sale of

the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to

fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or

facilitation, is the subject of Sanctions or is a Sanctioned Country; or

(B) in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

(ii) The

Company will not engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing

or transaction is the subject of Sanctions or is a Sanctioned Country.

The Representative, on behalf

of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing

covenants or extend the time for their performance.

4. Payment

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

obligations hereunder and in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance

and delivery of the Offered Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer

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

Shares to the Underwriters; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants

and other advisors; (v) 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), the Time of

Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and

each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement;

(vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or

registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale

under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey,”

and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions; (vii) the costs, fees and

expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related

to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and

the legal fees of, and disbursements by, counsel to the Underwriters; (viii) the costs and expenses of the Company relating to investor

presentations on any “road show,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken

in connection with the offering of the Shares, including expenses associated with the preparation or dissemination of any electronic road

show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection

with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representative, employees

and officers of the Company and any such consultants; (ix) all fees and expenses in connection with the preparation and filing of the

registration statement on Form 8-A relating to the Shares and all fees and expenses associated with listing the Offered Shares on Nasdaq;

(x) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters and stamp duties,

similar taxes or duties or other taxes, if any, in connection with matters related to the Directed Shares which are designated by the

Company for sale to Participants; and (xi) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration

Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided

in this Section 4 or in Section 7, Section 9 or Section 10, or in the engagement letter dated October 23, 2025 (the “Engagement

Letter”), the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

5. Covenant

of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result

in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared

by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule

433(d).

6. Conditions

of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the

Offered Shares as provided herein on the First Closing Date and, with respect to the Over-Allotment Option Shares, each Option Closing

Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 as of the

date hereof and as of the First Closing Date as though then made and, with respect to the Over-Allotment Option Shares, as of each Option

Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each

of the following additional conditions:

(a) Comfort

Letter. On the date hereof, the Representative shall receive from RSM US LLP, independent registered public accountants for Anania

& Associates and its subsidiaries (a/k/a The Elmet Group Co.), a letter dated the date hereof addressed to the Underwriters, in form

and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountant’s

“comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin),

with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement,

the Time of Sale Prospectus, and each free writing prospectus, if any.

(b) Compliance

with Registration Requirements; No Stop Order; No Objection from FINRA. For a period from and after the date of this Agreement and

through and including the First Closing Date and, with respect to any Over-Allotment Option Shares purchased after the First Closing Date,

each Option Closing Date:

(i) The

Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act)

in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective

amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall

have become effective.

(ii) No

stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall

be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(iii) FINRA

shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Material Adverse Effect. For the period from and after the date of this Agreement and through and including the First Closing Date

and, with respect to any Over-Allotment Option Shares purchased after the First Closing Date, each Option Closing Date, in the judgment

of the Representative there shall not have occurred any material adverse change in the authorized capital stock of the Company or any

Material Adverse Effect or any development that could cause a Material Adverse Effect.

(d) Lock-up

Agreements. On or prior to the date hereof, the Company shall have furnished to the Representative an agreement in the form of Exhibit

A hereto from each director and officer (as defined in Rule 16a-1(f) under the Exchange Act), and holders of all of the Company’s

outstanding capital stock and each such agreement shall be in full force and effect on each of the First Closing Date and each Option

Closing Date.

(e) Opinion

of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received

the opinion and negative assurance letter of Ellenoff Grossman & Schole LLP, counsel for the Company, dated as of such date, in form

and substance satisfactory to the Representative.

(f) Opinion

of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date, the Representative shall have received

the opinion of Thompson Coburn LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form

and substance satisfactory to the Representative, dated as of such date.

(g) Officers’

Certificate. On each of the First Closing Date and each Option Closing Date, the Representative shall have received a certificate

executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date,

to the effect set forth in Section 6(b)(ii) and further to the effect that:

(i) for

the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse

Effect;

(ii) the

representations, warranties and covenants of the Company set forth in Section 1 are true and correct with the same force and effect

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

(iii) the

Company has 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.

(h) Chief

Financial Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representative shall have

received a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in the form and substance reasonably

satisfactory to the Representative.

(i) Bring-down

Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representative shall have received from RSM US

LLP, independent registered public accountants for Anania & Associated and its subsidiaries (a/k/a The Elmet Group Co.), a letter

dated such date, in form and substance satisfactory to the Representative, which letter shall: (i) reaffirm the statements made in the

letter furnished by them pursuant to Section 6(a), except that the specified date referred to therein for the carrying out of procedures

shall be no more than three Business Days prior to the First Closing Date or the applicable Option Closing Date, as the case may be; and

(ii) cover certain financial information contained in the Registration Statement, the Time of Sale Prospectus, Prospectus, and each free

writing prospectus, if any.

(j) Rule

462(b) Registration Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated

by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and

shall have become effective automatically upon such filing.

(k) Nasdaq.

The Offered Shares shall have been approved for listing on Nasdaq, subject only to receipt of official notice of issuance.

(l) Additional

Documents. On or before each of the First Closing Date and each Option Closing Date, the Representative and counsel for the Underwriters

shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass

upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of the representations

and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company

in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection with the other transactions contemplated

by this Agreement shall be satisfactory in form and substance to the Representative and counsel for the Underwriters.

If any condition specified

in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice

from the Representative to the Company at any time on or prior to the First Closing Date and, with respect to the Over-Allotment Option

Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any

party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive

such termination.

7. Reimbursement

of Underwriters’ Expenses. Subject to the terms of Section 4 of the Engagement Letter, if this Agreement is terminated by the

Representative pursuant to Section 6, Section 11 or Section 12, or if the sale to the Underwriters of the Offered Shares on the First

Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein

or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters

as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been

reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the offering and sale of the

Offered Shares, including fees and disbursements of counsel, printing expenses, travel expenses,

postage, facsimile and telephone charges.

8. Effectiveness

of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Indemnification.

(a) Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,

members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based 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 arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Time of

Sale Prospectus, any free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any

amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make

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

(ii) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount

paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or of

any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that (subject to Section 9(d)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably

be delayed, conditioned or withheld; and

(iii) against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing

or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or any

claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a

party), to the extent that any such expense is not paid under (i) or (ii) above;

provided, however,

that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue

statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriter Information

(as defined below).

(b) Indemnification

of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the

Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the

Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability,

claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements

or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale

Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the

foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by

such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter

or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of

Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement

to the foregoing) are the statements set forth in the fifth paragraph under the caption “Underwriting,”

the first and second sentences of the first paragraph, the first sentence of the second paragraph, the second and third sentences of the

third paragraph and the second sentence of the fourth paragraph under the caption “Underwriting—Market Making, Stabilization

and Other Transactions,” the first, second, third and fifth sentences under the heading “Underwriting—Passive Market

Making” and the first, second and third sentences under the heading “Underwriting—Electronic Distribution”

in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly

after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying

party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all

papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability

that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified

party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of

substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for

the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party

will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at

the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing

by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal

defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party,

(C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and

the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of

the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel

reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of

the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying

party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings

in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to

practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements

and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,

be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior

written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim,

action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto),

unless such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form

and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding

or claim and (y) 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.

(d) Settlement

Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified

party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature

contemplated by Section 9(a)(ii) (including with respect to a settlement relating to the Directed Shares) effected without its written

consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request,

(ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement

being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request

prior to the date of such settlement.

(e) Directed

Share Program Indemnification. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request

in writing, to indemnify and hold harmless the Underwriters from and against any and all losses, liabilities, claims, damages and expenses

incurred by any of them as a result of the failure of the Participants to pay for and accept delivery of Directed Shares which, by the

end of the Business Day on which this Agreement is executed, were subject to a properly confirmed agreement to purchase. The Company agrees

to indemnify and hold harmless the Underwriters and their respective affiliates, partners, members, directors, officers, employees and

agents, and each person, if any, who controls any of the Underwriters or any of their affiliates within the meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters

or such controlling person may become subject, which is (i) caused by any untrue statement or alleged untrue statement of a material fact

contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed

Share Program (including any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares) or

caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that such Participant

agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program. The indemnity agreement set

forth in this paragraph shall be in addition to any liabilities that the Company may otherwise have.

10. Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company

or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including

any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,

suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to

reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received

by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds

from the sale of the Offered Shares (or Directed Shares in the case of indemnification pursuant to Section 9(e)) (before deducting expenses)

received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of Offered

Shares (or Directed Shares in the case of indemnification pursuant to Section 9(e)) on behalf of the Company. If, but only if, the allocation

provided by the foregoing sentence is not permitted by applicable Law, the allocation of contribution shall be made in such proportion

as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company,

on the one hand, and the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim,

liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such

offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters,

the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or

omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 10

were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations

referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or

action in respect thereof, referred to above in this Section 10 shall be deemed to include, for the purpose of this Section 10, any legal

or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim

to the extent consistent with Section 9(c). Notwithstanding the foregoing provisions of Section 9 and this Section 10, the Underwriters

shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person

found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10, any person who controls a party

to this Agreement within the meaning of the Securities Act, any affiliates of the respective Underwriters and any officers, directors,

partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party,

and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution

as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of

commencement of any action against such party in respect of which a claim for contribution may be made under this Section 10, will notify

any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from

whom contribution may be sought from any other obligation it or they may have under this Section 10 except to the extent that the failure

to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought.

Except for a settlement entered into pursuant to the last sentence of Section 9(c), no party will be liable for contribution with respect

to any action or claim settled without its written consent if such consent is required pursuant to Section 9(c).

11. Default

of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date, any one or more of the several

Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate

number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10%

of the aggregate number of the Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the

Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made

by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares

set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names

of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the

non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused

to purchase on such date. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall

fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of

Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate

number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase

of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party

to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall

survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing

Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required

changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement,

the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section

11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such

Underwriter under this Agreement.

12. Termination

of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated

by the Representative by notice given to the Company if at any time: (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 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; (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, 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 sole judgment of the Representative is material

and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus

or the Prospectus or to enforce contracts for the sale of securities; (iv) in the sole judgment of the Representative there shall have

occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business,

properties, earnings, results of operations or prospects of the Company and the Subsidiaries considered as one enterprise, whether or

not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident

or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business

and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section

12 shall be without liability on the part of (A) the Company to any Underwriter, except that the Company shall be obligated to reimburse

the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (B) any Underwriter to the Company;

provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such

termination.

13. No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant

to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions,

is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand;

(b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been

acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any

other party; (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect

to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently

advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated

hereby except the obligations expressly set forth in this Agreement; (d) the Underwriters and their respective affiliates may be engaged

in a broad range of transactions that involve interests that differ from those of the Company; and (e) the Underwriters have not provided

any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own

legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

14. Representations

and Agreements to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the

Company, its officers and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,

regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, affiliates, officers,

directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive

delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

15. Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto

as follows:

If to the Representative:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Email: notices-IBD@cantor.com;

legal-IBD@cantor.com

Facsimile: (212) 829-4708

Attention: General Counsel

with a copy to:

Thompson Coburn LLP

55 East Monroe Street, Suite 3700

Chicago, IL 60603

Attn: David J. Kaufman, Esq.

If to the Company:

The Elmet Group Co.

2 Portland Fish Pier

Suite 214

Portland, ME 04101

Attn: Christian Chandler, General Counsel

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Adam Berkaw, Esq.

Each party to this Agreement

may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each

such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with

an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the

next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and

(iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,

postage prepaid).

16. Electronic

Notice. An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section

16 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received

at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic

Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)

which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

17. Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Underwriters and their respective

successors and the parties referred to in Section 11. References to any of the parties contained in this Agreement shall be deemed to

include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon

any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities

under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations

under this Agreement without the prior written consent of the other party; provided, however, that the Representative may

assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.

18. Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

19. Entire

Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto issued pursuant hereto)

constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral,

among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant

to a written instrument executed by the Company and the Representative. In the event that any one or more of the provisions contained

herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction,

then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the

remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not

contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall

be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence

of a waiver in writing signed by such party. No failure or delay in exercising any right, power or privilege hereunder shall operate as

a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any

right, power, or privilege hereunder.

20. GOVERNING

LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY.

21. CONSENT

TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE

CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED

HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY

SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE

OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS

BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)

TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT

SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY

MANNER PERMITTED BY LAW.

22. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including pdf) or any electronic

signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

to the fullest extent permitted by applicable law.

23. Recognition

of the U.S. Special Resolution Regimes.

(a) In the event

that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from

such Underwriter 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 Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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 23:

“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.

24. Construction.

(a) The

section and exhibit headings herein are for convenience only and shall not affect the construction hereof;

(b) words

defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import, when used

in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(d) wherever

the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be

followed by the words “without limitation”;

(e) references

herein to any gender shall include each other gender;

(f) references

herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer

to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented

or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder;

(g) if

the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not

a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding

Business Day;

(h) “knowledge”

means, as it pertains to the Company, the actual knowledge of the officers and directors of the Company, together with the knowledge which

such officers and directors would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject

matter;

(i) “Governmental

Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental

authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,

tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of

any of the foregoing;

(j) “Government

Bid” means any quotation, offer, bid or proposal made by the Company or a Subsidiary that, if accepted, would result in or lead

to a Government Contract (as defined below). For avoidance of doubt, the term Government Bid includes only quotations, offers, bids or

proposals that have not expired and for which award has not been made.

(k) “Government

Contract” means any contract, task order, delivery order, purchase order, grant, program or other binding commitment between

the Company or any Subsidiary, on the one hand, and an agency of the United States or an agency of any of its respective States, or any

municipality, or an agency of a foreign sovereign or agency of a provincial, regional, or metropolitan government thereof, or any intergovernmental

agency or quasi-governmental agency, on the other hand. “Government Contract” also includes any subcontract, subgrant, reseller

agreement, or other agreement (at any tier) of the Company or any Subsidiary, (i) with another entity under a prime contract held by the

Company or a Subsidiary, and (ii) with another entity that holds either a prime contract or other agreement with such a governmental agency

or a subcontract or other agreement (at any tier) under such a prime contract.

(l) “Law”

means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees,

rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders,

directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the person referred

to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Company

are listed for trading; and

(m) “Business

Day” means any day on which the Nasdaq and commercial banks in the City of New York are open for business.

25. General

Provisions.

Each of the parties hereto

acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions

hereof, including the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding

said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate

the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate

disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus

and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act.

[Signature Page Follows]

If the foregoing correctly

sets forth the understanding between the Company and the Underwriters, please so indicate in the space provided below for that purpose,

whereupon this letter shall constitute a binding agreement between the Company and the Underwriters.

Very truly yours,

THE ELMET GROUP CO.

By:

/s/ Peter V. Anania

Name: Peter V. Anania

Title: Chief Executive Officer and Chairman

ACCEPTED as of the date first-above written:

CANTOR FITZGERALD & CO.

By:

/s/ Beau Bohm

Name: Beau Bohm

Title: Managing Director

For itself and the other several Underwriters named in Schedule A to this Agreement.

SCHEDULE A

Underwriters

Number of

Firm Shares

to be Purchased

Cantor Fitzgerald & Co.

5,142,857

Needham & Company, LLC

1,500,000

Canaccord Genuity LLC

1,285,714

Roth Capital Partners, LLC

642,857

Total

8,571,428

SCHEDULE B

Free Writing Prospectuses

Included in the Time of Sale Prospectus

[None]

Schedule

Pricing Information

Firm Shares: 8,571,428

Over-Allotment Option Shares:

1,285,714

Price to Public: $14.00

Underwriters’ Discount:

$0.98

Schedule

Permitted Section 5(d) Communications

None

Exhibit A

Form of Lock-up Agreement

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attn: Equity Capital Markets

Re: Proposed Initial Public Offering by The

Elmet Group Co.

Ladies and Gentlemen:

The undersigned, a direct

or indirect securityholder and/or officer and/or a director of The Elmet Group Co., a Delaware corporation (the “Company”),

understands that the Company proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor

Fitzgerald & Co., as representative of the several underwriters named therein (the “Representative”) relating to

the proposed initial public offering (the “Offering”) of shares of the Company’s common stock, par value $0.001

per share (the “Common Stock”). The undersigned acknowledges that the underwriters are relying on the representations

and agreements of the undersigned contained in this lock-up agreement in conducting the Offering and in entering into the Underwriting

Agreement and other related arrangements with the Company with respect to the Offering.

In recognition of the benefit

that the Offering will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the

period beginning on the date hereof and ending on the date that is one hundred eighty (180) days from the date of the Underwriting Agreement

(the “Lock-Up Period”), the undersigned will not (and will cause any immediate family member not to), without the prior

written consent of the Representative, which may withhold its consent in its sole discretion, directly or indirectly, (i) sell, offer

to sell, contract to sell or lend, effect any short sale or establish or increase a Put Equivalent Position (as defined in Rule 16a-1(h)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease any Call Equivalent

Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other

way transfer or dispose of, any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, in each

case whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the

power of disposition (collectively, the “Lock-Up Securities”), (ii) make any demand for, or exercise any right with

respect to the registration of any of the Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement

(or an amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as amended (the “Securities

Act”); provided, however, that nothing herein shall prohibit the filing with the Securities and Exchange Commission by the Company

of a registration statement on Form S-8 (or an amendment or supplement thereto) that relates to any of the Lock-Up Securities, (iii) enter

into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership

of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash

or otherwise, or (iv) publicly announce the intention to do any of the foregoing.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned may transfer the Lock-Up Securities pursuant to clauses (i) through (vii) below

without the prior written consent of the Representative, provided that (1) prior to any such transfer, the Representative

receives a signed lock-up agreement, substantially in the form of this lock-up agreement, for the balance of the Lock-Up Period from each

donee, trustee, distributee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in

the case of clauses (i) through (vi) below, such transfers are not required to be reported with the Securities and Exchange

Commission under the Exchange Act, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding

such transfers:

(i) as a bona fide

gift or gifts; or

(ii) to any trust

for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement,

“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

(iii) to

any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned

and/or the immediate family of the undersigned; or

(iv) if

the undersigned is a corporation, partnership, limited liability company, trust or other business entity: (a) to another corporation,

partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control with

the undersigned (with “control” being as defined in Rule 405 under the Securities Act); or (b) in the form of a distribution

to limited partners, limited liability company members or stockholders of the undersigned; or

(v) if

the undersigned is a trust, to the beneficiary of such trust; or

(vi) pursuant to a

qualified domestic order or in connection with a divorce settlement; or

(vii) by will or intestate

succession to the legal representative, heir, beneficiary or immediate family of the undersigned upon the death of the undersigned.

The undersigned further agrees

that the foregoing provisions shall be equally applicable to any Common Stock the undersigned may purchase or otherwise receive in the

Offering (including pursuant to the Directed Share Program).

The undersigned also agrees

and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of

the Lock-Up Securities except in compliance with the foregoing restrictions.

With respect to the Offering

only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any shares

of Common Stock and/or any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for

or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into

Common Stock, owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

In addition, if the undersigned

is an officer or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date

of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify

the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement)

will announce the impending release or waiver by press release through a major news service at least two business days before the effective

date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only

be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both

(a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to

be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration

that such terms remain in effect at the time of the transfer.

The undersigned confirms

that the undersigned has not, and has no knowledge that any immediate family member has, directly or indirectly, taken any action designed

to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company

to facilitate the sale of the Common Stock. The undersigned will not, and will cause any immediate family member not to take, directly

or indirectly, any such action.

As used herein, “immediate

family” shall mean the spouse, domestic partner, lineal descendant, father, mother, brother, sister, or any other person with whom

the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin.

The undersigned represents

and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is

irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

This lock-up agreement shall

be governed by and construed in accordance with the laws of the State of New York.

Whether or not the Offering

actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting

Agreement, the terms of which are subject to negotiation between the Company and the underwriters.

This lock-up agreement shall

automatically terminate, and the undersigned shall be released from its obligations hereunder, upon the earliest to occur, if any, of

(i) the Company advising the Representative in writing, prior to the execution of the Underwriting Agreement, that it has determined

not to proceed with the Offering, (ii) the executed Underwriting Agreement being terminated prior to the closing of the Offering

(other than the provisions thereof that survive termination), and (iii) June 30, 2026, in the event that the Underwriting Agreement has

not been executed by such date.

[Signature Page Follows]

Very truly yours,

Name of Securityholder/Director/Officer

(Print exact name)

By:

Signature

If not signing in an individual capacity:

Name of Authorized Signatory

(Print)

Title of Authorized Signatory

(Print and indicate capacity of person signing if signing as custodian, trustee or on behalf of an entity)

Exhibit B

Parties to Lock-up Agreement

Exhibit C

Form of Lock-up Release Announcement

[Name of Company]

[Date]

[Name of Issuer] (the “Company”)

announced today that Cantor Fitzgerald & Co., the lead book-running manager in the Company’s recent public sale of [ ] shares

of common stock is [waiving][releasing] a lock-up restriction with respect to [ ] shares of the Company’s common stock held by [certain

officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on [ ], 20[ ], and the shares may

be sold on or after such date.

This press release is not an offer for sale

of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered

or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as

amended.

EX-3.1 — AMENDED AND RESTATED BYLAWS OF THE ELMET GROUP CO

EX-3.1

Filename: ea028749501ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

THE ELMET GROUP CO.

(the “Corporation”)

A DELAWARE CORPORATION

Adopted April 24, 2026

ARTICLE I - REGISTERED AGENT AND REGISTERED

OFFICE

Section 1. Registered

Office; Registered Agent: The registered office of the Corporation in the State of Delaware shall initially be 16192 Coastal Highway,

in the city of Lewes, County of Sussex. The Board of Directors of the Corporation (the “Board of Directors”) may determine

to change such registered office of the Corporation in the State of Delaware in its discretion. The registered agent initially in charge

thereof shall be Harvard Business Services, Inc. until such agent resigns or is removed by the Board of Directors.

Section 2. Other Offices:

The Corporation may also have offices in such other States or jurisdictions as the Board of Directors may from time to time designate.

ARTICLE II - SEAL

Section 1. Corporate

Seal: The Corporation’s corporate seal (if one shall be utilized) shall have inscribed thereon the name of the Corporation,

the year of its organization and the words “Corporate Seal, Delaware” or “Seal Delaware”. The Board of Directors

may define any additional features of the Seal or amend any features not required for such a Seal under the Delaware General Corporation

Law (the “DGCL”), in its discretion. The seal may be used by causing it or a facsimile thereof to be impressed or affixed

or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors. For the avoidance of doubt, it shall not

be required that the Corporation maintain or utilize a corporate seal.

ARTICLE III - STOCKHOLDERS MEETINGS

Section 1. Place of Meetings:

Meetings of stockholders may be held at any place, either within or without the State of Delaware, as may be selected from time to time

by the Board of Directors. In the discretion of the Board of Directors, meetings may also be held by means of telephonic, video, or other

remote communication whereby each party can hear and be heard by the other parties as may be designated from time to time by a resolution

of the Board of Directors and as set forth in the notice for the relevant meeting.

Section 2. Annual Meetings:

The annual meeting of the stockholders for the election of members of the Board of Directors (each a “Director”) and

for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any,

as shall be determined by the Board of Directors and stated in the notice of the meeting. Subject to any limitations contained in the

Corporation’s certificate of incorporation (as amended and restated from time to time, the “Certificate of Incorporation”),

if no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting

in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting,

and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual

meeting.

Section 3. Special Meetings:

Subject to applicable law and the Corporation’s Certificate of Incorporation, special meetings of stockholders, for any purpose

or purposes, shall be called only by the Board of Directors, and may not be called by any other person or persons. Upon written request

to the Corporation of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date,

place and time of the meeting, and to give due notice thereof to all the persons entitled to vote at the meeting. Business at all special

meetings shall be confined to the objects stated in the notice of the meeting and the matters immediately germane thereto.

Section 4. Notice of

Meetings: Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting

or the specific details for accessing a meeting held through any remote means of communication, if any, of every meeting of stockholders

shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the meeting (unless a different time

is specified by law) to every stockholder entitled to vote at the meeting as of the record date set forth such purpose. Notices of special

meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be

given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on

the records of the Corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting

the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may also be effectively provided

by means of electronic transmission (meaning an “Electronic Transmission” in accordance with Section 232 of the DGCL.

Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or

who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting,

to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting

shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 5. Adjournment:

Any meeting of the stockholders, annual or special, may be adjourned from time to time by a vote of the majority of the shares present

to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if

any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned

meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

If, after the adjournment, a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors

shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of

record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 6. Quorum:

One third (1/3) (33.34%) of the outstanding shares of the Corporation entitled to vote at a given meeting, represented in person or by

proxy, shall constitute a quorum at such meeting of stockholders. If less than one third (1/3) (33.34%) of the outstanding shares entitled

to vote at such meeting is represented at a meeting, a majority of the shares so represented may adjourn the meeting as set forth above

in Section 5 at any time without further notice.

Section 7. Voting; Proxies:

Unless otherwise required by law or provided for in the Certificate of Incorporation, each stockholder shall be entitled to one vote,

in person or by proxy, for each share of capital stock held by such stockholder. Unless otherwise required by law or the Certificate of

Incorporation, the election of Directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders

of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter,

other than the election of Directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority

of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote

at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons

to act for such stockholder by proxy or by a transmission permitted by Section 212(c) of the DGCL, but no such proxy shall be voted or

acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states

that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary

of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written

ballot. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may

vote shares which it holds in a fiduciary capacity to the extent permitted by law.

Section 8. Consent In

Lieu of Meetings: Subject to any limitations contained in the Certificate of Incorporation, any action required to be taken at any

annual or special meeting of stockholders of a Corporation, or any action which may be taken at any annual or special meeting of such

stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (including one provided

through Electronic Transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less

than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to

vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written

consent shall be given to those stockholders who have not consented in writing.

Section 9. Setting the

Record Date: In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders

or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less

than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date

for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such

record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date

is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders

shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of

business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice

of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors

may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also

fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the

determination of stockholders entitled to vote therewith at the adjourned meeting. In order that the Corporation may determine the stockholders

entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date

shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date

shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate

action in writing without a meeting: (a) when no prior action by the Board of Directors is required by law, the record date for such purpose

shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation

by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware,

its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings

of stockholders are recorded and (b) if prior action by the Board of Directors is required by law, the record date for such purpose shall

be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 10. List of Stockholders:

The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however,

if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list

shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and

showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name

of each stockholder at least ten (10) days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder,

for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such

list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation

for a period of at least ten (10) days before the meeting. If the meeting is to be held at a place, the list shall also be produced and

kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting

is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of

the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only

evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy

at any meeting of stockholders.

Section 11. Conduct of

Meetings: The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders

as it shall deem appropriate. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board of Directors

or, in the absence (or inability or refusal to act) of the Chairman of the Board of Directors, the Chief Executive Officer (if he or she

shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer

is not a director) of the Chief Executive Officer, the President (if he or she shall be a director) or, in the absence (or inability or

refusal to act) of the President or if the President is not a director, a Vice President (if he or she shall be a director) or, in the

absence (or inability or refusal to act of the Vice President or if the Vice President is not a director) of the Vice President, such

other person as shall be appointed by the Board of Directors. Except to the extent inconsistent with such rules and regulations as adopted

by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules,

regulations, and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the

meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting,

may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination

of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order

at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record

of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine;

I restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to

questions or comments by participants.

Section 12. Advance Notice for Business:

(a) Annual

Meetings of Stockholders.

(i) No

business may be transacted at an annual meeting of stockholders, other than business that is either (A) specified in the Corporation’s

notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought

before the annual meeting by or at the direction of the Board of Directors or (C) otherwise properly brought before the annual meeting

by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the

giving of the notice provided for in this Section 12(a) and on the record date for the determination of stockholders entitled

to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 12(a). Notwithstanding

anything in this Section 12(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship

that expires on the date of the annual meeting pursuant to Article IV will be considered for election at such meeting.

(ii) In

addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by

a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and such business must otherwise

be a proper matter for stockholder action. Subject to Section 12(a)(i)(C), a stockholder’s notice to the Secretary with respect

to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than

the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary

date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more

than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the

stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and

not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business

on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation.

The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time

period) for the giving of a stockholder’s notice as described in this Section 12(a).

(iii) To

be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set

forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business

desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed

for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and

the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name

and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of

capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on

whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial

owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal

of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf

the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder)

intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iv) The

foregoing notice requirements of this Section 12(a) shall be deemed satisfied by a stockholder as to any proposal (other than

nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual

meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement

prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders

except business brought before the annual meeting in accordance with the procedures set forth in this Section 12(a); provided,

however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this

Section 12(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board of Directors or the chairman

of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 12(a) or

that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 12(a), such

proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 12(a), if the

stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation

to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter

may have been received by the Corporation.

(v) In

addition to the provisions of this Section 12(a), a stockholder shall also comply with all applicable requirements of the Exchange

Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 12(a) shall

be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to

Rule 14a-8 under the Exchange Act.

(b) Special

Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be

made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only

pursuant to Article IV.

Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported

by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the

Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor

thereto).

Section 13. Inspectors

of Election: The Board of Directors may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more

persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to

act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board of Directors may appoint

one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are

appointed by the Board of Directors, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector,

before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality

and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting

power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and

ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition

of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at

the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector

at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more

than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

ARTICLE IV - DIRECTORS

Section 1. Board Management;

Vacancies; Resignation: The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

The total number of directors constituting the Board of Directors (the “Whole Board”) shall consist of such number

of persons as the Board of Directors shall determine from time to time, in its discretion. The Board of Directors shall consist of not

less than one (1) nor more than nine (9) directors. Directors must be natural persons who are eighteen (18) years of age or older, but

need not be stockholders of the Corporation or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number

of directors shall be fixed exclusively by resolution of the Board of Directors and no decrease in the authorized number of directors

constituting the Whole Board shall shorten the term of any incumbent Director. Unless otherwise provided by the Certificate of Incorporation

and subject to the special rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be divided

into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third

of the Whole Board. Each Director shall hold office until the annual meeting at which such Director’s term expires and until such

Director’s successor is elected and qualified or until such Director’s earlier death, resignation, disqualification or removal.

Any Director may resign at any time by notice given in writing (including through Electronic Transmission) to the Corporation at its principal

office. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein

specified. The acceptance of such resignation shall not be necessary to make it effective. Verbal resignation shall not be deemed effective

until confirmed by the Director in writing (including through Electronic Transmission) to the Corporation. Subject to the special rights

of holders of any series of Preferred Stock to elect Directors, Directors may be removed only as provided by the Certificate of Incorporation

and applicable law. All vacancies occurring in the Board of Directors and any newly created directorships resulting from any increase

in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

Section 2. Regular Meetings:

Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time

to time by the Board of Directors or its chairman.

Section 3. Special Meetings:

Special meetings of the Board of Directors (a) may be called by the Chairman of the Board of Directors, the Vice Chairman (if any), the

Chief Executive Officer or the President and (b) shall be called on the written request of at least a majority of directors then in office,

or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as

may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in

such written request. Notice of each special meeting of the Board of Directors shall be given, as provide in Article X, Section 4, to

each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice

given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such

notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is

sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer

who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of

the Board of Directors may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate

of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified

in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present

or if those not present waive notice of the meeting in accordance with Article X, Section 5.

Section 4. Telephonic

or Other Remote Meetings: Board of Director’s meetings or committee meetings, regular or special, may be held by means of telephone

conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard,

as may be determined by the Board of Directors. Attendance by a Director in a meeting through the relevant media pursuant to this Section

4 shall constitute presence in person at such meeting.

Section 5. Quorum:

A majority of the total number of Directors shall constitute a quorum of any regular or special meetings of the Directors for the transaction

of business.

Section 6. Voting:

Except as otherwise expressly required by these Bylaws, the Certificate of Incorporation, or by applicable law, the vote of a majority

of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Consent In

Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof

may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing (including

through Electronic Transmission), and the consents are filed with the minutes of proceedings of the Board of Directors or committee in

accordance with the DGCL.

Section 8. Board Committees:

The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.

The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat,

the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute

a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent permitted by the DGCL, shall have and may exercise all the powers and authority of the Board

of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed

to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise,

at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction

of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the

act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each

committee designated by the Board of Directors may make, alter, and repeal rules and procedures for the conduct of its business. In the

absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its

business pursuant to this Article IV.

Section 9. Compensation:

Directors may receive equity compensation or such fees as the Board of Directors may determine from time to time. In addition, a fixed

sum per Board of Directors or committee meeting and any expenses of attendance may be allowed for attendance at each regular or special

meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or employee and

receiving compensation therefore.

Section 10. Advance Notice for Nomination

of Directors:

(a) Only

persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation,

except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one

or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board of Directors at any annual meeting

of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s

notice of such special meeting, may be made (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation

(x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for

in this Section 10 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies

with the notice procedures set forth in this Section 10.

(b) In

addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice

thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary

at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the

90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting

of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such

anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received not earlier

than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day

before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual

meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing

directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special

meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting

or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described

in this Section 10.

anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual

meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement

by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board

before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders,

a stockholder’s notice required by this Section 10 shall also be considered timely, but only with respect to nominees for the additional

directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary

at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which

such public announcement was first made by the Corporation.

(d) To

be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes

to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation

or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially

or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement

or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the

Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record

address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any,

on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned

beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description

of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial

owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names),

(D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy

at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial

owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required

to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules

and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as

a nominee and to serve as a director if elected.

(e) If

the Board of Directors or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the

provisions of this Section 10, or that the information provided in a stockholder’s notice does not satisfy the information requirements

of this Section 10, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions

of this Section 10, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders

of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination

may have been received by the Corporation.

(f) In

addition to the provisions of this Section 10, a stockholder shall also comply with all of the applicable requirements of the Exchange

Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 10 shall be deemed

to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 11. Annual Meetings:

The Board of Directors shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the

annual stockholders meeting unless the Board of Directors shall fix another time and place and give notice thereof in the manner required

herein for special meetings of the Board of Directors. No notice to the directors shall be necessary to legally convene this meeting,

except as provided in this Section 11.

ARTICLE V - OFFICERS

Section 1. Executive Officers:

The executive officers of the Corporation shall be chosen by the Board of Directors. The officers of the Corporation elected by the Board

of Directors shall include a Chief Executive Officer, a Secretary and a Treasurer. The Board of Directors may choose one or more Vice

Presidents and such other officers as the Board of Directors shall deem necessary and may delegate the selection of lesser officers to

one or more executive officers of the Corporation. The Board of Directors may also choose a Chairman from among its own members. Any number

of offices may be held by the same person, including a Director.

Section 2. Term of Office:

Subject to the terms of any employment agreement between the Corporation and the officers, the officers of the Corporation shall serve

at the pleasure of the Board of Directors and shall hold office until their successors are chosen and have qualified. Any officer or agent

elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of

the Corporation will be served thereby.

Section 3. Chief Executive

Officer; President: The Chief Executive Officer shall, subject to the provisions of these Bylaws and the control of the Board of Directors,

have general supervisions, direction, and control over the business of the Corporation and over its officers. The Chief Executive Officer

shall perform all duties customarily incident to the offices of the Chief Executive Officer, and any other duties as may be from time

to time assigned to the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

If the offices of Chairman of the Board of Directors and Chief Executive Officer are not held by the same person, and the Chief Executive

Officer is also a director, then, in the absence of the Chairman of the Board of Directors at a regular or special meeting of the Board

of Directors, the Chief Executive Officer shall preside. The Board of Directors may also elect a person to serve in the office of President

of the Corporation. If the office of Chief Executive Officer is not filled, a President shall be appointed and shall perform the duties

of Chief Executive Officer as detailed herein. If the office of Chief Executive Officer is filled, the President shall be subordinate

to the Chief Executive Officer and shall perform all duties as may be from time to time assigned to the President by the Board of Directors,

in each case subject to the control of the Board of Directors and the Chief Executive Officer.

Section 4. Secretary:

The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and act as clerk thereof, and record

all votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties

for all the committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of

the stockholders and of the Board of Directors, and such other duties as may be prescribed by the Board of Directors or President, under

whose supervision shall be. He or she shall keep in safe custody the Seal of the Corporation, and when authorized by the Board of Directors,

affix the same to any instrument requiring it.

Section 5. Treasurer:

The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements

in books belonging to the Corporation and shall keep the moneys of the Corporation in a separate account to the credit of the Corporation.

He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements,

and shall render to the President and Directors, at the regular meetings of the Board of Directors or whenever they may require it, an

account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 6. Delegation;

Customary Powers: In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the Chief

Executive Officer or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer

or to any Director. Each officer of the Corporation shall have in addition to the duties and powers specifically set forth herein such

duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time

to time by the Board of Directors.

Section 7. Vacancies:

Any vacancy occurring in any elected office of the Corporation may be filled by the Board of Directors. Any vacancy occurring in any office

appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be,

unless the Board of Directors then determines that such office shall thereupon be elected by the Board of Directors, in which case the

Board of Directors shall elect such officer.

ARTICLE VI - CORPORATE RECORDS

Section 1. Maintenance of

Records: Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger,

books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or

databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into

clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224

of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant

to applicable law.

Section 2. Inspection

Rights: In addition to and in accordance with inspection rights as so granted by Section 220 of the DGCL, any stockholder of record,

in-person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the

usual hours of business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its minute

of Stockholder meetings for the past two (2) years. A proper purpose shall mean a purpose reasonably related to such person’s interest

as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand

under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on

behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place

of business.

ARTICLE VII - STOCK CERTIFICATES, DIVIDENDS,

ETC.

Section 1. Certification

of Shares: The shares of stock of the Corporation may or may not be represented by certificates; the Board of Directors may provide

by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry

system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other

than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by,

or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. Although

any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer,

transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect

as if such officer, transfer agent, or registrar were still such at the date of its issue.

Section 2. Transfers:

Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Any transfer of stock by a stockholder

must be made in compliance with the Securities Act of 1933, as amended, as well as similar state securities laws. Transfers of stock shall

be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in

writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new

certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until

it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated

by the President or the Treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares,

but shall not otherwise be required to recognize the transfer of fractional shares.

Section 3. Lost Certificates:

The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued

by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly

lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors

may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate,

or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made

against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate

or uncertificated shares.

Section 4. Dividends:

Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared

by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property, or

in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 5. Reserves:

Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from

time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for

repairing or maintaining the property of the corporation, or for such other purpose as the directors shall think conducive to the interests

of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

Section 6. Multiple Classes

of Stock: If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation

shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock

or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized

on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the

case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof

a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however,

that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back

of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without

charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special

rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

ARTICLE VIII - INDEMNIFICATION AND ADVANCEMENT

Section 1. Definitions:

Solely for purposes of this Article VIII, the following terms shall have the definitions set forth below:

(a) “Disinterested

Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the

Corporation who is not and was not a party to such Proceeding.

(b) “Expenses”

means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators

and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing

and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in

connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all

other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute

or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding.

Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a

Director or Officer;

(d) “Officer”

means any person who serves or has served the Corporation as an officer appointed by the Board of Directors; and

(e) “Proceeding”

means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation,

administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative.

Section 2. Indemnification

of Directors and Officers: Subject to the operation of Section 4 of this Article VIII, each Director and Officer shall be indemnified

and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but,

in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights

than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines

and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s

behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or

Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s status or

conduct as such, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in

or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe

his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after

he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal

representatives.

Section 3. Indemnification

of Non-Executive Employees: Subject to the operation of Section 4 of this Article VIII of these Bylaws, each Non-Officer Employee

may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the

same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement

that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending

or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party

to or participant in by reason of such Non-Officer Employee’s status or conduct as such, if such Non-Officer Employee acted in good

faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and,

with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification

provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall

inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation

may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee

only if such Proceeding was authorized by the Board of Directors.

Section 4. Good Faith:

Unless ordered by a court, no indemnification shall be provided pursuant to this Article VIII to a Director, to an Officer or to a Non-Officer

Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed

to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable

cause to believe his or her conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue, or matter

as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to the Corporation,

unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the

adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify

for such expenses which such court shall deem proper. Such determination shall be made by (a) a majority vote of the Disinterested Directors,

even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having

been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested

Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders

of the Corporation.

Section 5. Advancement

of Expenses to Directors Prior to Final Disposition:

(a) The

Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director

is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written

statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such

Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied

by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director

is not entitled to be indemnified against such Expenses.

(b) If

a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within ten (10) days after receipt

by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against

the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled

to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof,

independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under

this Article VIII shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The

burden of proving that a Director is not entitled to an advancement of Expenses shall be on the Corporation.

any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall

be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification

set forth in the DGCL.

Section 6. Advancement

of Expenses to Officers and Non-Officer Employees Prior to Final Disposition:

(a) The

Corporation may, at the discretion of the Board of Directors, advance any or all Expenses incurred by or on behalf of any Officer and

Non-Officer Employee in connection with any Proceeding in which such is involved by reason of such person’s status and/or actions

as such upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance

or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably

evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on

behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not

entitled to be indemnified against such Expenses.

(b) In

any suit brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the Corporation shall

be entitled to recover such Expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard

for indemnification set forth in the DGCL.

Section 7. Contractual

Nature of Rights:

(a) The

foregoing provisions of this Article VIII shall be deemed to be a contract between the Corporation and each Director and Officer entitled

to the benefits hereof at any time while this Article VIII is in effect, and any repeal or modification thereof shall not affect any rights

or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter

brought based in whole or in part upon any such state of facts.

(b) If

a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt

by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the

Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled

to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof,

independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article

VIII shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden

of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

Section 8. Insurance:

The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation

or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the

Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 9. Amendments:

Any repeal or amendment of this Article VIII by the Board of Directors or the stockholders of the Corporation or by changes in applicable

law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable

law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification

rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right

or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent

provision; provided however, that amendments to or repeals of this Article VIII shall require the affirmative vote of the stockholders

holding at least two thirds (2/3) (66.7%) of the voting power of all outstanding shares of capital stock of the Corporation.

Section 10. Severability:

If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)

the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired

thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion

of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect

to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX – AMENDMENTS

Section 1. Amendments:

These Bylaws may be supplemented, amended, or repealed by the Board of Directors without any action on the part of the stockholders or

by a vote of stockholders entitled to cast at least two thirds (2/3) (66.67%) of the votes which all stockholders are entitled to cast

thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of that purpose; provided,

that (a) the Board of Directors may not alter, amend or repeal any provision of these Bylaws which under the DGCL, by the Certificate

of Incorporation or by these Bylaws requires action by the stockholders and (b) any alteration, amendment or repeal of these Bylaws by

the Board of Directors and any new Bylaw adopted by the Board of Directors may be altered, amended or repealed by the stockholders as

set forth in this Section.

ARTICLE X - MISCELLANEOUS PROVISIONS

Section 1. Checks:

All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may

from time to time designate.

Section 2. Fiscal Year:

The fiscal year of the Corporation shall be the calendar year, unless otherwise determined by the Board of Directors.

Section 3. Delaware Chancery

Forum Selection: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the

State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding

brought on behalf of the Corporation, (b) any action asserting a claim for breach of a fiduciary duty owed by any Director, officer, employee

or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant

to any provision of the DGCL, the Certificate of Incorporation or these Bylaws or (d) any action asserting a claim governed by the internal

affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as

defendants therein.

Section 4. Notice:

Whenever notice is required to be given to any person by these Bylaws, such notice shall be deemed given effectively if given in person,

by mail addressed to such person at such person’s address as it appears on the records of the Corporation, by facsimile, or by any

means of Electronic Transmission.

Section 5. Waiver of

Notice: Whenever any written notice is required by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled

to such a notice, whether before or after the time stated therein, including a communication sent by means of Electronic Transmission

bearing the name of the person or persons entitled to notice, shall be deemed equivalent to the giving of such notice. Attendance of a

person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends

a meeting for the express purpose of objecting to the transaction of any business because the meeting was unlawfully convened.

Section 6. Meeting Attendance via Remote Communication:

(a) Stockholder

Meetings. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board

of Directors may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders

may, by means of remote communication:

(i)

participate in a meeting of stockholders; and

(ii)

be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely

by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed

present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall

implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and,

if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings

of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action

at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

Section 7. Contracts

and Negotiable Instruments: Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any

contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by

such officer or officers or other employee or employees of the Corporation as the Board of Directors may from time to time authorize.

Such authority may be general or confined to specific instances as the Board of Directors may determine. The Chairman of the Board of

Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and

deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions

imposed by the Board of Directors, the Chairman of the Board of Directors, Chief Executive Officer, President, the Chief Financial Officer,

the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument

in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and

authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect

to the exercise of such delegated power.

Section 8. Surety Bonds:

Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board of Directors, any Chief Executive Officer,

President or the Board of Directors may direct, from time to time, shall be bonded for the faithful performance of their duties and for

the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books,

papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in

such amounts and by such surety companies as the Chairman of the Board of Directors, Chief Executive Officer, President or the Board of

Directors may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody

of the Secretary.

Section 9. Securities

of Other Corporations: Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating

to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board of

Directors, any Chief Executive Officer, President, any Vice President or any officers authorized by the Board of Directors. Any such officer,

may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or

by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing,

in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such

consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner

thereof, the Corporation might have exercised and possessed. The Board of Directors may from time to time confer like powers upon any

other person or persons.

Section 10. Application

of Delaware Law: Whenever any provision of these Bylaws is inconsistent with any provision of the DGCL, as they may be amended from

time to time, then in such instance, Delaware law shall prevail.

Section 11. Conflicts

with the Certificate of Incorporation: In the event that any provision contained in these Bylaws conflicts with any provision of the

Certificate of Incorporation, as amended from time to time, the provisions of the Certificate of Incorporation shall prevail and be given

full force and effect, to the full extent permissible under the DGCL.

* * * * *

EX-4.1 — BROKER'S WARRANT

EX-4.1

Filename: ea028749501ex4-1.htm · Sequence: 4

Exhibit 4.1

Broker’s Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

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

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

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

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

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

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

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT

BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED

HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD

OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE PRICING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN

CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR

TO OCTOBER 20, 2026, AND IS VOID AFTER 5:00 P.M., EASTERN TIME, ON APRIL 24, 2030.

COMMON STOCK PURCHASE WARRANT

For the Purchase of 147,857 Shares of Common Stock

The Elmet Group Co.

1. Purchase Warrant. THIS CERTIFIES

THAT, in consideration of funds duly paid by or on behalf of Cantor Fitzgerald & Co. (“Holder”), as registered

owner of this Purchase Warrant, to The Elmet Group Co., a Delaware corporation (the “Company”), Holder is entitled,

at any time or from time to time from October 20, 2026 (the “Commencement Date”), and at or before 5:00 p.m., New York

City time, April 24, 2030 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole

or in part, up to 147,857 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject

to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions in the State

of New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a

day in accordance with the terms herein. During the period commencing on the Pricing Date and ending on the Expiration Date, the Company

agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $17.50 per

share of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,

the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common

Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean

the initial exercise price or the adjusted exercise price, depending on the context. The term “Pricing Date” shall

mean April 22, 2026, the date of pricing of the initial public offering of Common Stock by the Company (the “Offering”),

pursuant to the Registration Statement on Form S-1 (File No. 333-294725) and the Registration Statement on Form S-1MEF (File No. 333-295251)

of the Company. All references to amounts of money in this Purchase Warrant are to the lawful money of the United States.

2. Exercise.

2.1. Exercise Form.

In order to exercise this Purchase Warrant, the exercise form attached hereto as Schedule “A” (the “Notice of Exercise”)

must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the aggregate Exercise

Price for the number of shares of Common Stock being purchased payable in cash by wire transfer of immediately available funds to an account

designated by the Company or by certified check or official bank check unless the cashless exercise procedure specified in Section

2.2 below is specified in the applicable Notice of Exercise. If the subscription rights represented hereby shall not be exercised

at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or

effect, and all rights represented hereby shall cease and expire. Each exercise hereof shall be irrevocable.

2.2. Cashless Exercise.

In lieu of exercising this Purchase Warrant by payment by wire transfer or cashier’s check pursuant to Section 2.1 above,

this Purchase Warrant may also be exercised, in whole or in part, at the Holder’s option, at such time by means of a “cashless

exercise” in which the Holder shall be entitled to receive the number of shares of Common Stock equal to the quotient obtained by

dividing [(A-B)*(X)] by (A), where:

(A)

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws, “Regular Trading Hours”) on such Trading Day, (ii) at the option of the Holder, either (x) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise, or (y) the Bid Price per share of Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two hours thereafter (including until two hours after the close of Regular Trading Hours on a Trading Day) pursuant to Section 2.1 hereof, which Bid Price shall be shown on supporting documents provided by the Holder to the Company concurrently with, or as soon as practicable, after, the delivery of the Notice of Exercise, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2.1 hereof after the close of Regular Trading Hours on such Trading Day;

(B)

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

(X)

the number of shares of Common Stock that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If shares of Common Stock

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

Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock shall take on the securities

law characteristics of the Purchase Warrants being exercised, and the holding period of the Purchase Warrants being exercised may be tacked

on to the holding period of the shares of Common Stock. The Company agrees not to take any position contrary to this Section 2.2.

For the avoidance of doubt, this Purchase Warrant may only be exercised by the Holder pursuant to a “cashless exercise” if,

at the time of exercise hereof, a registration statement registering the issuance of the shares of Common Stock purchased hereunder under

the Securities Act is not effective or available for the issuance of all of the Warrant Shares to the Holder or for the immediate resale

of all of the Warrant Shares by the Holder.

“Bid Price”

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

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

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

(New York City time) to 4:00 p.m. (New York City time)), (b) if the Common Stock is then quoted on the OTCQB or OTCQX but not listed on

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

or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on any Trading Market, the OTCQB or OTCQX and

if prices for the Common Stock are then reported on the OTC Pink Open Market (or a similar organization or agency succeeding to its functions

of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value

per share of the Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable

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

- 2 -

“Trading Day”

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

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or

any successors to any of the foregoing).

“VWAP”

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

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

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

9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the Common Stock is then quoted on the OTCQB or OTCQX but not

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

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

for the Common Stock are then reported on the OTC Pink Open Market (or a similar organization or agency succeeding to its functions of

reporting prices), the daily volume weighted average price per share of the Common Stock for such date (or the nearest preceding date),

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

faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2.3. Mechanics of

Exercise.

2.3.1. Delivery of

Common Stock Upon Exercise. The Company shall cause the shares of Common Stock purchased hereunder to be transmitted by its transfer

agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

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

and either (A) there is an effective registration statement permitting the issuance of the shares of Common Stock to or resale of the

shares of Common Stock by the Holder, or (B) the shares of Common Stock are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144, and otherwise by issuance of such shares of Common Stock, registered in the Company’s share register

in the name of the Holder or its designee, equal to the number of shares of Common Stock to which the Holder is entitled pursuant to such

exercise to the address specified by the Holder in the Notice of Exercise, within one (1) Trading Day after the delivery to the Company

of the Notice of Exercise (the “Exercise Date”) together with the applicable aggregate Exercise Price or if the Exercise

Notice and payment of the Exercise Price are delivered after trading hours on the Principal Trading Market on the Exercise Date, then

no later than two Trading Days after the Exercise Date (unless the cashless exercise procedure is specified in the applicable Notice of

Exercise) (such date, the “Warrant Share Delivery Date”). If the shares of Common Stock can be delivered via DWAC,

the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required

by it to deliver such Warrant Shares without legend (subject to timely receipt by the Company of reasonable back up documentation from

the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery

Date, the transfer agent shall have received from the Holder a confirmation of sale of the shares of Common Stock (provided the requirement

of the Holder to provide a confirmation as to the sale of Common Stock shall not be applicable to the issuance of unlegended shares of

Common Stock upon a cashless exercise of this Purchase Warrant if the shares of Common Stock are then eligible for resale pursuant to

Rule 144(b)(l)). The shares of Common Stock shall be deemed to have been issued, and Holder or any other person so designated to be named

therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Notice of Exercise is delivered

to the Company, concurrently with payment to the Company of the aggregate Exercise Price (or by cashless exercise, if permitted) and all

taxes required to be paid by the Holder, if any, pursuant to Section 2.3.6 prior to the issuance of such shares, having

been paid. If the Company fails for any reason to deliver to the Holder the shares of Common Stock subject to a Notice of Exercise by

the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages

and not as a penalty, for each $1,000 of shares of Common Stock subject to such exercise (based on the VWAP per share of the Common Stock

on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after

such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date

until such shares of Common Stock are delivered or Holder rescinds such exercise.

- 3 -

2.3.2. Delivery

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

Holder and upon surrender of this Purchase Warrant certificate, at the time of delivery of the shares of Common Stock, deliver to the

Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Purchase

Warrant, which new Warrant shall in all other respects be identical with this Purchase Warrant.

2.3.3. Rescission

Rights. If the Company fails to cause its transfer agent to deliver to the Holder the shares of Common Stock pursuant to Section

2.3.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that

the Holder shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the

return to Holder of the aggregate Exercise Price paid to the Company for such shares of Common Stock and the restoration of Holder’s

right to acquire such shares of Common Stock pursuant to this Purchase Warrant (including, issuance of a replacement warrant certificate

evidencing such restored right).

2.3.4. Compensation

for Buy-In on Failure to Timely Deliver Common Stock Upon Exercise. In addition to any other rights available to the Holder, if the

Company fails to cause its transfer agent to transmit to the Holder the shares of Common Stock in accordance with the provisions of Section

2.3.1 hereof pursuant to an exercise on or before the Warrant Share Delivery Date (other than any failure that is solely due

to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to

purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the shares of Common Stock which the Holder anticipated receiving upon such exercise

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

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of shares of Common Stock that the Company was required to deliver to the Holder in connection with the

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

of the Holder, either reinstate the portion of the Purchase Warrant and equivalent number of shares of Common Stock for which such exercise

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

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

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

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

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

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

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

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

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

2.3.5. No Fractional

Shares of Common Stock or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of

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

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

multiplied by the Exercise Price or (b) round up to the next whole share if such fraction is greater than or equal to one-half or round

down to the next whole share if such fraction is less than one-half.

2.3.6. Charges, Taxes

and Expenses. Issuance of Common Stock shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such shares of Common Stock, all of which issue or transfer taxes and expenses shall be paid by

the Company, and such shares of Common Stock shall be issued in the name of the Holder or in such name or names as may be directed by

the Holder; provided, however, that in the event that shares of Common Stock are to be issued in a name other

than the name of the Holder, this Purchase Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached

hereto as Schedule “B” duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum

sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day

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

similar functions) required for same-day electronic delivery of the shares of Common Stock.

- 4 -

2.3.7. Closing of

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

Warrant, pursuant to the terms hereof.

2.3.8. Signature.

This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder

in order to exercise this Purchase Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of the exercise form be required in order to exercise this

Purchase Warrant, subject to the requirements of the Company’s transfer agent. The Company shall honor exercises of this Purchase

Warrant and shall deliver the shares of Common Stock underlying this Purchase Warrant in accordance with the terms, conditions and time

periods set forth herein.

2.4. Holder’s

Exercise Limitations. The Company shall not affect any exercise of this Purchase Warrant, and the Holder shall not have the right

to exercise any portion of this Purchase Warrant, pursuant to Section 2 or otherwise, to the extent that after giving

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

Affiliates (as defined below), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s

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

sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares

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

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

Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (as defined below)) subject

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

Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.4, beneficial ownership shall be

calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the

Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules

required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.4 applies,

the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any

Affiliates) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission

of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation

to other securities owned by the Holder together with any Affiliates) and of which portion of this Purchase Warrant is exercisable, in

each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of

such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section

13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.4, in determining

the number of shares of outstanding Common Stock, the Holder may rely on the number of shares of outstanding Common Stock as reflected

in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”),

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

transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company

shall within two Trading Days (as defined herein) confirm orally and in writing to the Holder the number of shares of Common Stock then

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

exercise of securities of the Company, including this Purchase Warrant, by the Holder or its Affiliates since the date as of which such

number of shares of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of

the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable

upon exercise of this Purchase Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation

provisions of this Section 2.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number

of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this

Purchase Warrant held by the Holder and the provisions of this Section 2.4 shall continue to apply. Any increase in the

Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions

of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section

2.4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

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

contained in this paragraph shall apply to a successor holder of this Purchase Warrant.

- 5 -

“Affiliate”

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

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

“Common Stock Equivalents”

means any securities of the Company that would entitle the holder thereof to acquire shares of Common Stock.

“Person”

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

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

2.5. Legend.

Each security purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the

Securities Act:

“NEITHER THIS SECURITY

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

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

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

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

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

BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

3. Transfer.

3.1. General Restrictions.

The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not, for a period of

180 days following the Pricing Date: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or any of the securities

issuable hereunder to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) a bona

fide officer or partner of any such underwriter or selected dealer, in each case in accordance with FINRA Rule 5110(e)(2)(B)(i),

or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put

or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except

as provided for in FINRA Rule 5110(e)(2). On and after 180 days after the Pricing Date, transfers to others may be made subject to compliance

with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company

the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes,

if any, payable in connection therewith. The Company shall within five (5) business days transfer this Purchase Warrant on the books of

the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly

evidencing the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion of such number as

shall be contemplated by any such assignment.

3.2. Restrictions

Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the

Company has received an opinion of counsel that the securities may be transferred pursuant to an exemption from registration under the

Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company,

or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities

has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established.

- 6 -

4. Registration Rights.

4.1. Demand Registration.

4.1.1. Definition.

This Purchase Warrant is being issued pursuant to the terms of the Engagement Letter dated October 23, 2025 by and between the Company

and the Representative (as defined in the Underwriting Agreement, dated April 22, 2026, by and among the Company and the underwriters

named therein (the “Underwriting Agreement”)). The Representative, as the initial Holder of this Purchase Warrant,

will receive warrants exercisable for the number of shares of Common Stock equal to 1.5%

of the total number of shares of Common Stock (the “Broker’s Warrants” and the shares underlying such Broker’s

Warrants, the “Underlying Shares”) sold and issued pursuant to the Underwriting Agreement. For purposes of this Section

4 only, the term “Holders” shall not refer to the Holder of this particular Purchase Warrant but will refer instead to the

Holders of the Broker’s Warrants, collectively.

4.1.2. Grant of Right.

The Company, upon written demand (a “Demand Notice”) of the Holders whose Broker’s Warrants can be exercisable

for at least 51% of the Underlying Shares, agrees to register, on one occasion, all or any portion of the shares of Common Stock underlying

the Broker’s Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a

registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice

and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with

review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice

if the Company has filed a registration statement with respect to which the Holders is entitled to piggyback registration rights pursuant

to Section 4.2 hereof and either: (i) a Holder has elected to participate in the offering covered by such registration

statement, or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the

offering covered by such registration statement has been withdrawn or until 30 days after such offering is consummated, subject to any

contractual standstill provisions contained in the associated underwriting agreement in connection with the respective underwritten primary

offering. In the event that a Demand Notice is provided and the Company fails to comply with such Demand Notice pursuant to clause (i)

or (ii) above, such Demand Notice will not be considered the one (1) occasion under this Section 4.1.2. The Company covenants

and agrees to give written notice of its receipt of any Demand Notice by any Holders to all other registered Holders of the Broker’s

Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

4.1.3. Terms.

The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.2,

but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent

them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing

required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requested

by the Holders; provided, however, that in no event shall the Company be required to register the Registrable

Securities in a State in which such registration would cause: the Company to be obligated to register or license to do business in such

State or submit to general service of process in such State. The Company shall cause any registration statement filed pursuant to the

demand right granted under Section 4.1.2 hereof to remain effective for a period of at least 12 consecutive months after

the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell

all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration

statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holders that such prospectus

may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4, the Holders

shall be entitled to a demand registration under this Section 4 on only one occasion and such demand registration right

shall terminate on the five-year anniversary of the Pricing Date in accordance with FINRA Rule 5110(g)(8)(B)-(C).

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4.2. “Piggy-Back”

Registration.

4.2.1. Grant of Right.

In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for

a period of no more than five years from the Pricing Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities

as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule

145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however,

that, if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)

thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in such

Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary

to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion

of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.

Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion

to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company

shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are

not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable

Securities.

4.2.2. Terms.

The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,

but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent

them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish

the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior to the proposed

date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed

by the Company until such time as all of the Registrable Securities have been registered for issuance to the Holders or resale by the

Holders. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written

notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as

otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under

this Section 4.2.2; provided, however, that such registration rights shall terminate on the five-year

anniversary of the Pricing Date.

4.3. General Terms.

4.3.1. Indemnification.

The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder and

each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange

Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably

incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities

Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the

provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 9(a) of the Underwriting Agreement.

The Holders of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall

severally, and not jointly, indemnify the Company, its directors and officers, and each person who controls the Company within the meaning

of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including

all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim

whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished

by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to

the same extent and with the same effect as the provisions contained in Section 9(b) of the Underwriting Agreement pursuant to which the

Underwriters have agreed to indemnify the Company.

4.3.2. Exercise of

Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their Purchase

Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

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4.3.3. Documents

Delivered to Underwriters. To the extent a registration of some or all of the Registrable Securities is made under Section 4.1.2 and

such registered offering is an underwritten public offering, the Company shall use commercially reasonable efforts to facilitate such

underwritten public offering of such Registrable Securities, including but not limited to furnishing to the underwriters of any such offering

a signed counterpart, addressed to the managing underwriters, of: (i) an opinion of counsel to the Company, dated the date of the closing

of such underwritten public offering, and (ii) a “cold comfort” letter dated the date of the pricing of such underwritten

public offering and a letter dated the date of the closing of such underwritten public offering signed by the independent registered public

accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each

case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in

the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily

covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings

of securities. The Holders whose Registrable Securities are subject to the underwritten public offering

shall agree to reimburse the Company for the reasonable costs incurred by the Company, not to exceed $25,000, to deliver such opinion

of counsel and comfort letters, to the extent that such costs are incurred due to the underwritten nature of the registered offering.

All other costs and expenses related to the registration of such Registrable Securities shall be borne by the parties as set forth in

Section 4.1.3 hereof. The Company shall also deliver promptly to the managing underwriter, if any, copies of all correspondence

between the Commission and the Company, its counsel or auditors and all memoranda or summaries relating to discussions with the Commission

or its staff with respect to the registration statement and permit such underwriters to do such investigation, upon reasonable advance

notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply

with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities

to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable

times as any such managing underwriter shall reasonably request.

4.3.4. Underwriting

Agreement. To the extent a registration of some or all of the Registrable Securities is made under Section 4.1.2 and such registered

offering is an underwritten public offering, the Company shall enter into an underwriting agreement with the managing underwriter(s),

if any, selected by any Holders whose Registrable Securities are being registered pursuant to such Section 4.1.2, which managing

underwriter shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to

the Company, each Holder, and such managing underwriters, and shall contain such representations, warranties and covenants by the Company

and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties

to any underwriting agreement relating to an underwritten sale of their Registrable Securities. Such Holders shall not be required to

make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders,

their shares of Common Stock, and their intended methods of distribution.

4.3.5. Documents

to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed

and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

4.3.6. Damages.

Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed

by the Company or the Company otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other

relief available to the Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the

threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without

the necessity of posting bond or other security.

4.4. Termination

of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the

earliest of (a) the five-year anniversary of the Pricing Date for demand registration rights and the five-year anniversary of the Pricing

Date for piggyback registration rights, and (b) the date when all Registrable Securities of such Holder either: (i) have been publicly

sold by such Holder pursuant to a registration statement, (ii) have been covered by an effective registration statement on Form S-1 or

Form S-3 (or successor forms thereto), which must be kept effective for a period of three years from its effective date, or (iii) may

be sold by the Holder within a 90-day period without registration pursuant to Rule 144 or consistent with applicable SEC interpretive

guidance (including Commission Staff interpretation no. 201.04 updated April 2, 2007 as part of “Rule 144 – Persons Deemed

Not to be Engaged in a Distribution and Therefore Not Underwriters,” which was restated as Commission Staff CD&I No. 528.04

under Securities Act Rules, or similar interpretive guidance).

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5. New Purchase Warrants to be Issued.

5.1. Partial Exercise

or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned

in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,

together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised

pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant

of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of shares of

Common Stock purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

5.2. Lost Purchase

Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Purchase

Warrant and of reasonably satisfactory indemnification or the posting of a bond (and upon surrender and cancellation of such Purchase

Warrant, if mutilated), the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant

executed and delivered as a result of such loss, theft, mutilation, or destruction shall constitute a substitute contractual obligation

on the part of the Company.

6. Adjustments.

6.1. Adjustments

to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock underlying the Purchase Warrant

shall be subject to adjustment from time to time as hereinafter set forth:

6.1.1. Stock Dividends

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

distribution or distributions on the Common Stock or any other equity or equity equivalent securities payable in Common Stock (which,

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

or (B) exercise, conversion or exchange of options, warrants, preferred stock, convertible notes, other convertible securities or other

Common Stock Equivalents), (ii) subdivides the outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii)

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

or (iv) issues by reclassification of any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

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

and the number of shares of Common Stock issuable upon exercise of this Purchase Warrant shall be proportionately adjusted such that the

aggregate Exercise Price of this Purchase Warrant shall remain unchanged. Any adjustment made pursuant to this Section 6.1 shall

become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution

and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification. For the

purposes of clarification, neither the Exercise Price of this Purchase Warrant nor the number of shares of Common Stock issuable upon

exercise of this Purchase Warrant will be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants

any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant

or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents.

6.1.2. Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 6.1.1 above, if at any time the Company grants,

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

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

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

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

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

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

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

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

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of

such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if

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

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6.1.3. Pro Rata Distributions.

During such time as this Purchase Warrant is outstanding, if the Company shall declare or make any dividend (other than cash dividends)

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

(including, without limitation, any distribution of Common Stock or other securities, property or options by way of a dividend, spin off,

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

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

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

Stock then acquirable upon complete exercise of this Purchase Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,

or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in

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

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

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

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

in the Holder exceeding the Beneficial Ownership Limitation).

6.1.4. Fundamental

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

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one

or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company

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

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

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

reorganization or recapitalization of Common Stock or any compulsory share exchange pursuant to which shares of Common Stock are effectively

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

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

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

more than 50% of the outstanding shares of Common Stock of the Company (not including any shares of Common Stock held by the other Person

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

agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of

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

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

2.4 hereof on the exercise of this Purchase Warrant), the number of shares of Common Stock of the successor or acquiring corporation

or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable by holders of Common Stock as a result of such Fundamental Transaction for each Share for which this Purchase Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.4 hereof on the exercise

of this Purchase Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Share in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock of the Company are given any choice

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

to the Alternate Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Purchase Warrant in accordance with the provisions of this Section

6.1.4 prior to such Fundamental Transaction, and shall, at the option of the Holder, deliver to the Holder in exchange for this Purchase

Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Purchase

Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent

to the shares of Common Stock acquirable and receivable upon exercise of this Purchase Warrant (without regard to any limitations on the

exercise of this Purchase Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price

hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental Transaction),

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

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

of this Purchase Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right

and power of the Company and shall assume all of the obligations of the Company under this Purchase Warrant with the same effect as if

such Successor Entity had been named as the Company herein.

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6.1.5. Calculations.

All calculations under this Section 6.1 shall be made to the nearest cent or the nearest l/100th of a share, as the case

may be. For purposes of this Section 6.1, the number of shares of Common Stock deemed to be issued and outstanding as of a

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

6.1.6. Notice to

Holder.

(i) Adjustment to

Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6.1, the Company shall

promptly deliver to the Holder (in accordance with Section 8.3 hereof) a notice setting forth the Exercise Price after

such adjustment and any resulting adjustment to the number of shares of Common Stock and the method of calculating such adjustments to

the Exercise Price and the number of shares of Common Stock and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow

Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock,

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

the granting to all holders of Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or

of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common

Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of

the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the

Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each

case, the Company shall cause to be delivered a notice to the Holder (in accordance with Section 8.3 hereof), at least

twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, stating (x) the date on which a record

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

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

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

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

exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger,

sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein shall not affect the validity

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

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

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

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

set forth herein.

6.1.7. Changes in

Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section

6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of shares of Common Stock

as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new

Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after

the Commencement Date or the computation thereof.

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6.2. Substitute Purchase

Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another

corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change

of the outstanding shares of Common Stock), the corporation formed by such consolidation or share reconstruction or amalgamation shall

execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding

or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise

of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation

or share reconstruction or amalgamation, by a holder of the number of shares of Common Stock for which such Purchase Warrant might have

been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase

Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above

provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

6.3. Rules.

6.3.1. Any adjustment made

pursuant to this Section 6 shall be made successively whenever an event referred to therein shall occur.

6.3.2. No adjustment in the

Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price

and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least 1/100 of a share; provided, however,

that any adjustments which, except for the provisions of this Section 6, would otherwise have been required to be made, will

be carried forward and taken into account in any subsequent adjustments.

6.3.3. No adjustment in the

Exercise Price will be made in respect of any event described in Section 6.1 hereof, other than the events referred to

in Section 6.1.4 hereof, if the Holder is entitled to participate in such event on the same terms, mutatis mutandis,

as if the Holder had exercised this Purchase Warrant prior to or on the effective date or record date of such event.

6.3.4. If at any time period

from the date of issue of this Purchase Warrant and ending at the Expiration Date the Company shall take any action affecting the Common

Stock, other than an action described in Section 6.1 hereof, which in the opinion of the board of directors of the Company

(the “Board of Directors”) would have a material adverse effect upon the rights of the Holder, either or both the Exercise

Price and the number of shares of Common Stock purchasable upon exercise of this Purchase Warrant shall be adjusted in such manner and

at such time by action by the Board of Directors, in their sole discretion, as may be equitable in the circumstances. Failure of the taking

of action by the Board of Directors so as to provide for an adjustment prior to the effective date of any action by the Company affecting

the Common Stock shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment

in the circumstances.

6.3.5. If a dispute shall

at any time arise with respect to adjustments of the Exercise Price or the number of shares of Common Stock purchasable upon the exercise

of this Purchase Warrant, such disputes shall be conclusively determined by the auditors of the Company or if they are unable or unwilling

to act, by such other firm of certified public accountants as may be selected by the Board of Directors and any such determination shall

be conclusive evidence of the correctness of any adjustment made pursuant to Section 6.1 hereof and shall be binding

upon the Company and the Holder. The Company will provide such auditors or chartered accountants with access to all necessary records

of the Company.

6.3.6. If the Company sets

a record date to determine the holders of Common Stock for the purpose of entitling them to receive any dividend or distribution or sets

a record date to take any other action and, thereafter and before the distribution to such stockholders of any such dividend or distribution

or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other

action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. In the absence of a resolution

of the Board of Directors fixing a record date for any event which would require any adjustment to this Purchase Warrant, the Company

will be deemed to have fixed as the record date therefor the date on which the event is effected.

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6.3.7. As a condition precedent

to the taking of any action which would require any adjustment to the shares of Common Stock issuable under this Purchase Warrant, including

the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the

Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly

and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full

exercise thereof in accordance with the provisions hereof.

7. Reservation and Listing. The Company

shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise

of the Purchase Warrants, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the

exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,

in accordance with the terms hereby, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly

issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any

statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. As long as the Purchase Warrants

shall be outstanding, the Company shall use its commercially reasonable efforts to cause all shares of Common Stock issuable upon exercise

of the Purchase Warrants to be listed (subject to official notice of issuance) on the national securities exchange (or, if applicable,

on the OTC Bulletin Board or any successor trading market) on which the shares of Common Stock issued to the public in the Offering may

then be listed and/or quoted. The Company hereby represents and warrants that this Purchase Warrant is a valid, legal and binding obligation

of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether

considered in a proceeding in equity or at law.

8. Certain Notice Requirements.

8.1. Holder’s

Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive

notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the

Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section

8.2 hereof shall occur, then, in one or more of said events, the Company shall give written notice of such event at least 15

days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled

to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,

liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case

may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other stockholders

of the Company at the same time and in the same manner that such notice is given to the stockholders.

8.2. Events Requiring

Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following

events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend

or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as

indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all

the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for

shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or

winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or

substantially all of its property, assets and business shall be proposed.

- 14 -

8.3. Transmittal

of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be (i) in writing, (ii) deemed

to have been duly made, (A) if hand delivered or mailed by express mail or private courier service, on the date of delivery, and (B) if

sent by electronic mail, on the day it was sent if during regular business hours, and, if sent outside of regular business hours, on the

following business day, and (iii) made: (a) if to the registered Holder of the Purchase Warrant, to the following address or to the address

of such Holder as shown on the books of the Company, or (b) if to the Company, to the following address or to such other address as the

Company may designate by notice to the Holders:

to the Holder:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Email:

notices-IBD@cantor.com; legal-IBD@cantor.com

Facsimile: (212) 829-4708 Attention: General Counsel

with

a copy (which shall not constitute notice) to:

Thompson Coburn LLP

55 East Monroe Street, Suite 3700

Chicago, Illinois 60603

Tel: +1 312.346.7500

Attention: David J. Kaufman

Email: djkaufman@thompsoncoburn.com

If to the Company:

The Elmet Group Co.

2 Portland Fish Pier

Suite 214

Portland, ME 04101

Attn: General Counsel

Email: cchandler@theelmetgroup.com

with a copy (which shall not constitute notice)

to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Adam Berkaw, Esq.

Email: aberkaw@egsllp.com

9. General.

9.1. Amendments.

The Company and the Representative (as defined in the Underwriting Agreement) may from time to time supplement or amend the Broker’s

Warrants (including this Purchase Warrant) without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement

any provision contained herein or therein that may be defective or inconsistent with any other provisions herein, or to make any other

provisions in regard to matters or questions arising hereunder or thereunder that the Company and the Representative may deem necessary

or desirable and that the Company and the Representative deem shall not adversely affect the interest of the Holders. All other modifications

or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment

is sought.

9.2. Headings.

The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning

or interpretation of any of the terms or provisions of this Purchase Warrant.

9.3. Entire Agreement.

This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase

Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements

and understandings of the parties, oral and written, with respect to the subject matter hereof.

- 15 -

9.4. Binding Effect.

This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,

respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable

right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

9.5. Governing Law;

Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with

the law of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating

in any way to this Purchase Warrant shall be brought and enforced in the United States District Court for the Southern District of New

York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to

such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company

must be effected by personal service upon the Company in accordance with applicable law. Service by mail, including registered or certified

mail, return receipt requested, shall not constitute valid service. Personal service effected in compliance with this provision shall

be legal and binding upon the Company in any action, proceeding, or claim. The Company and the Holder agree that the prevailing party(ies)

in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating

to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent

permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, 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 or

the transactions contemplated hereby.

9.6. Waiver, etc. The

failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed

to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right

of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance

or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed

by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or

non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.7. Execution in

Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,

each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement and shall

become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties

hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

9.8. Exchange Agreement.

As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, the Holder agrees that, at any time prior to the

complete exercise of this Purchase Warrant by Holder, if the Company and the Representative enter into an agreement (“Exchange

Agreement”) pursuant to which they agree that all outstanding Broker’s Warrants will be exchanged for securities or cash

or a combination of both, then the Holder shall agree to such exchange and become a party to the Exchange Agreement.

9.9. Time. Time

shall be of the essence of this Purchase Warrant.

9.10. Language.

The parties hereto acknowledge and confirm that they have requested that this Purchase Warrant as well as all notices and other documents

contemplated hereby be drawn up in the English language.

[Signature Page Follows]

- 16 -

IN WITNESS WHEREOF, the Company

has caused this Purchase Warrant to be signed by its duly authorized officer as of the 24th day of April, 2026.

Very truly yours,

THE ELMET GROUP CO.

By:

/s/ Peter V. Anania

Name:

Peter V. Anania

Title:

Chief Executive Officer and Chairman

- 17 -

SCHEDULE “A”

EXERCISE FORM

Date: __________, 20___

☐

The undersigned hereby elects irrevocably to exercise that certain Common Stock Purchase Warrant, dated as of April 24, 2026 (the “Purchase Warrant”) for [●] shares of common stock, par value $0.001 per share (the “Common Stock”), of The Elmet Group Co., a Delaware corporation (the “Company”), and hereby makes payment of $[●] (at the price of $17.50 per share of Common Stock) in payment of the Exercise Price pursuant thereto. Please issue (i) the shares of Common Stock as to which the Purchase Warrant is exercised in accordance with the instructions given below, and (ii) if applicable, a new Purchase Warrant representing the number of shares of Common Stock for which this Purchase Warrant has not been exercised.

Or, in the case of a cashless

exercise:

☐

The undersigned hereby elects irrevocably to convert its right to purchase [●] shares of Common Stock under the Purchase Warrant for [●] shares of Common Stock, as determined in accordance with the Section 2.2 of the Purchase Warrant.

The undersigned agrees and

acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation

shall be resolved by the Company in its sole discretion.

Please issue the shares of

Common Stock as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new

Purchase Warrant representing the number of shares of Common Stock for which this Purchase Warrant has not been converted.

Signature

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:

(Print in Block Letters)

Address:

[Form to be used to exercise Purchase Warrant]

- 18 -

SCHEDULE “B”

ASSIGNMENT FORM

(To be executed by the registered Holder to effect

a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does hereby

sell, assign and transfer unto _______________ the right to purchase [●] shares of common stock, par value $0.001 per share, of

The Elmet Group Co., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant, dated as of April 24,

2026, and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20___

Signature

[Form to be used to assign Purchase Warrant]

- 19 -

EX-99.1 — PRESS RELEASE, DATED APRIL 22, 2026

EX-99.1

Filename: ea028749501ex99-1.htm · Sequence: 5

Exhibit 99.1

The Elmet Group Co. Announces Pricing of Upsized

Initial Public Offering

PORTLAND, Maine, April 22, 2026 (GLOBE NEWSWIRE)

-- The Elmet Group Co. (“Elmet” or the “Company”), a U.S.-based provider of precision-engineered components

and advanced high-energy systems, today announced the pricing of its upsized initial public offering of approximately 8.6 million shares

of its common stock at a public offering price of $14.00 per share, for a total of $120.0 million in gross proceeds.

All of the shares of common stock are being offered

by Elmet. The net proceeds to Elmet from the offering, after deducting underwriting discounts and commissions and other offering expenses

payable by Elmet, are expected to be approximately $109.0 million. In addition, Elmet has granted the underwriters a 30-day option to

purchase up to an additional approximately 1.3 million shares of common stock from Elmet at the initial public offering price, less underwriting

discounts and commissions.

The shares are expected to begin trading on the

Nasdaq Capital Market on April 23, 2026 under the ticker symbol “ELMT.” The offering is expected to close on April 24, 2026,

subject to the satisfaction of customary closing conditions.

Elmet currently intends to use the net proceeds

it receives from this offering, together with its existing cash and restricted cash, to repay debt, with the remainder to be put toward

growth capital, working capital, and general corporate purposes.

Cantor is acting as lead book-running manager

for the offering. Needham & Company and Canaccord Genuity are acting as joint book-running managers. Roth Capital Partners is acting

as co-manager.

A registration statement (the “Registration

Statement”) relating to these securities was declared effective by the Securities and Exchange Commission on April 22, 2026. The

offering is being made only by means of a prospectus. A copy of the final prospectus may be obtained, when available, from: Cantor Fitzgerald

& Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022 or by email to prospectus@cantor.com.

Copies may also be obtained, when available, by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction

in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or jurisdiction.

About The Elmet Group

The Elmet Group is a U.S.-based provider of precision-engineered

components and advanced high-energy systems for the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics,

and Energy industries. The Company operates through two segments, Critical Materials Components (CMC) and Engineered Microwave Products

(EMP), leveraging materials science and precision engineering expertise to deliver-high-performance solutions. The Elmet Group is dedicated

to strengthening domestic manufacturing capabilities to support the U.S. and its allies’ needs in both critical materials and advanced

high-power microwave systems.

Forward Looking Statements

The information in this press release includes

forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our

future financial or operating performance and include statements regarding the expected size, timing and results of the proposed initial

public offering, Elmet’s intended use of proceeds from the initial public offering, expected trading commencement on the Nasdaq

Capital Market and closing dates. When used in this press release, words such as “expect,” “project,” “estimate,”

“believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,”

“target,” “predict,” “may,” “should,” “would,” “could,” and “will,”

the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking

statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions,

and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results

could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements,

you should keep in mind the risk factors and other cautionary statements in the Registration Statement. Elmet undertakes no obligation

and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Company Contact

Chris Chandler

contact@theelmetgroup.com

Investor Contact

Tom Colton and Greg Bradbury

Gateway Group, Inc.

ELMT@gateway-grp.com

949-574-3860

EX-99.2 — PRESS RELEASE, DATED APRIL 24, 2026

EX-99.2

Filename: ea028749501ex99-2.htm · Sequence: 6

Exhibit 99.2

The Elmet Group Co. Announces Closing of Upsized

Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

PORTLAND, Maine – April 24, 2026 – The Elmet Group Co.

("Elmet" or the "Company"), a U.S.-based provider of precision-engineered components and advanced high-energy

systems, today announced the closing of its upsized initial public offering of an aggregate of approximately 9.9 million shares of its

common stock, including the full exercise by the underwriters of their overallotment option to purchase approximately 1.3 million shares,

at a public offering price of $14.00 per share. The aggregate net proceeds to Elmet from the offering were $125.5 million after deducting

underwriting discounts and commissions and other offering expenses payable by Elmet. The shares began trading on the Nasdaq Capital Market

on April 23, 2026 under the ticker symbol “ELMT.”

Elmet currently intends to use the aggregate net proceeds it received

from this offering, together with its existing cash and restricted cash to repay debt, with the remainder to be put towards working capital,

growth capital, and general corporate purposes.

Cantor acted as lead book-running manager for the offering. Needham

& Company and Canaccord Genuity acted as joint book-running managers. Roth Capital Partners acted as co-manager.

Ellenoff Grossman & Schole LLP acted as legal counsel to the Company.

Thompson Coburn LLP acted as legal counsel to the underwriters.

A registration statement (the “Registration Statement”)

relating to these securities was declared effective by the Securities and Exchange Commission on April 22, 2026. The offering was made

only by means of a prospectus. A copy of the final prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets,

110 East 59th Street, 6th Floor, New York, New York 10022 or by email to prospectus@cantor.com. Copies may also

be obtained by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,

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

About The Elmet Group

The Elmet Group is a U.S.-based provider of precision-engineered components

and advanced high-energy systems for the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics, and Energy

industries. The Company operates through two segments, Critical Materials Components (CMC) and Engineered Microwave Products (EMP), leveraging

materials science and precision engineering expertise to deliver high-performance solutions. The Elmet Group is dedicated to strengthening

domestic manufacturing capabilities to support the U.S. and its allies’ needs in both critical materials and advanced high-power

microwave systems.

Forward Looking Statements

The information in this press release includes forward-looking statements

within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating

performance and include statements regarding Elmet’s intended use of proceeds from the initial public offering and the exercise

of the underwriters’ option to purchase additional shares of common stock from Elmet. When used in this press release, words such

as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,”

“plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,”

“would,” “could,” and “will,” the negative of these terms and similar expressions are intended to

identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements

are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in

circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking

statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements

in the Registration Statement. Elmet undertakes no obligation and does not intend to update these forward-looking statements to reflect

events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date of this press release.

Company Contact

Chris Chandler

contact@theelmetgroup.com

Investor Contact

Tom Colton and Greg Bradbury

Gateway Group, Inc.

ELMT@gateway-grp.com

949-574-3860

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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