Form 8-K

8-K — Mitesco, Inc.

Accession: 0001185185-26-002793

Filed: 2026-07-06

Period: 2026-06-29

CIK: 0000802257

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — miti8k070126.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (mitiex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (mitiex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (mitiex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (mitiex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: miti8k070126.htm · Sequence: 1

false

0000802257

2026-06-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 29, 2026

MITESCO,

INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

000-53601

87-0496850

(State

or another jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

505

Beachland Blvd., Suite 1377

Vero Beach, Florida 32963

(Address

of principal executive offices) (Zip Code)

(844)

383-8689

(Registrant’s

telephone number, including area code)

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: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

N/A

Indicate

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

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

Emerging

growth company ☐

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

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

Item 1.01 Entry into a Material Definitive

Agreement.

● On June 28, 2026, Mitesco,

Inc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)

and a Registration Rights Agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”),

pursuant to which the Investor is committed to purchase up to $30MM dollars of shares of the Company’s (the “Total Purchase

Committment”).

● In

consideration for the Investor’s commitment to purchase shares of common stock under the Purchase Agreement, the Company has issused

to the Investor aConvertilble Promissory Note in the amount of $600,000 (the “Committment Note”). Under the terms and subject

to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor

is obligated to purchase, shares of common stock in an amount up to the Total Purchase Committment. Sales under the Purchase Agreement

will not commence until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the Registration

Statement is declared effective by the Securities and Exchange Commission (the “SEC”) and the final Prospectus in connection

therewith is filed.

● Thereafter, the Company

may, subject to the satisfaction of certain additional conditions set forth in the Purchase Agreement, from time to time and in its sole

discretion on any trading day that it selects provided,that the of the common stock is equal to or greater than $0.01 and that all shares

of common stock subject to all prior purchases have been properly delivered to the Investor in accordance with the Purcahse Agreement,

direct the Investor to purchse up to a number of shares of common stock equal to in the case of a fixed price purchase the lesser of

(i) ninety percent (90%) of the average of the VWAP as for the five (5) trading days immediately proceeding the applicable fixed price

date for such fixed purchsae and (ii) ninety percent (90%) of the lowest sale price of a share of common stock on the applicable fixed

purchase date for such fixed purchase during the full trading day on the eligible market on such applicable purchase date.

●

The maximum fixed purchase amount shall be the lesser of (i) $250,000 and (ii) 20shares of common stock. In case of a VWAP Purchase, the lower of (i) the VWAP for the applicable VWAP purchase period during the applicable VWAP purchase date for such VWAP purchcase, (ii) the lowest traded price of the common stock during the five trading days immediately proceeding the VWAP purchase date and (iii) the closing sale price of the common stock on such applicable VWAP purcahse date for such VWAP purchase. The maximum amount for a VWAP purchase shall equal the lesser of (i) $250,000, (ii) thirty percent (30%) of the trading volume of the Company’s common stock on the eligible market during the applicable VWAP purchase period on the applicable VWAP purchse date and (iii) 300 percent (300%) of the number of shares of common stock included in the fixed purchase notice delivered concurrently with such applicable VWAP purchsae notice.

The

Company will control the timing and amount of any sales of common stock to the Investor. The Purchase Price per share will be equatibily

adjusted for any reorganziation, recapitalization, noncash dividend, stock split or any other similar transaction occuring after the

date of the Purchase Agreement.

Notwithstanding the foregoing, the Purchase Agreement prohibits the Company from directing the Investor

to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned

by the Investor and its affiliates, would result in the Investor and its affiliates having beneficial ownership at any single point in

time of more than 4.99% of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities

ExchangeAct of 1934, as amended, and Rule 13d-3 thereunder.

●

The

Purchase Agreement prohibits the Company from entering into any other “equity line of credit,” “at the market offering”

or other similar continuous offering in which the Company offers, issues or sells common stock or other equity securities at a future

determined price.

The Company may at any time terminate the Purchase Agreement without fee, penalty or cost upon one (1) trading day’s written notice. The Investor may also terminate the Purchase Agreement upon ten (10) trading day’s written notice under certain circumstances set forth in the Purchase Agreement. The Investor may not assign or transfer its rights and obligations under the PurchaseAgreement.

● Pursuant

to the Registration Rights Agreement, the Company agreed to register all shares of common stock issuable to the Investor under the Purchase

Agreement (the “Registrable Securities”). The Company agreed to file an initial registration statement (the “Registration

Statement”) with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) calendar day after the date

of the Registration Rights Agreement. If at any time all Registrable Securities are not covered by the Registration Statement, and if

the Company desires to sell additional shares to the Investor under the Purchase Agreement, the Company shall then use its reasonable

best efforts to file with the SEC one or more additional registration statements so as to cover all of the Registrable Securities not

covered by the Registration Statement. Pursuant to the Registration Rights Agreement, the Company agreed to use its commercially reasonable

efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than the earlier

of (i) the Sixtieth (60th) calendar day after the date of the Registration Rights Agreement, and (ii) the third (3rd) business day following

the date the Company is notified by the SEC that the Registration Statement will not be reviewed.

● The

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

completing future sale transactions, indemnification rights and obligations of the parties. Actual sales of shares of common stock to

the Investor will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,

the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and

its operations. The Investor has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling

or hedging of the Company’s common stock.

● This current report

on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there by

any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior

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

The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and Convertible Note are qualified in their entirety

by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and

each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements

were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements

and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information disclosed in Item 1.01 of this Form 8-K

regarding the issuance of the Note is incorporated herein by reference. The Note was issued pursuant to the private placement exemption

from registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.

Series X Preferred Stock dividend payments

for Q1 FY2026

The Company has 42,103 shares of its Series X

Preferred stock whose total face value is $1,052,575, and which bears interest at 10% annually. The interest can be paid through the issuance

of restricted common stock priced using the closing price per share on the 15th of each month. The Company will issue

a total of 454,052 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q2 FY2026.

The issuances will be as follows: Leath – 42,154 shares, Balencic – 42,154 shares, Valania – 21,078, Mitchell –

21,078, Clifton – 21,078 shares, Anglo Irish – 306,510 shares.

Series A Preferred Stock redemptions for Q2

FY2026

As a part of its FY2024 Restructuring Plan

the Company issued to certain holders of its notes and other securities a newly created a new Series A Amortizing Convertible

Preferred Stock (the “Series A Shares” or “Series A Preferred Stock”) whose stated value is $25 per share.

The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion

Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if

certain conditions set forth in the certificate of designation are met. As stipulated in the certificate of designation, unless

converted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash,

1/36th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be 105% of the original

price of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the

five lowest closing prices over a 30-trading day period. The Company intends to accrue the redemption shares monthly and issue

any shares to be used thereunder quarterly to reduce its expense. Each of the holders has agreed not to hold at any point in time

more than 4.9% of the Company’s common stock, which has served to reduce the rate of redemption for the Series A Preferred

shares.

The Company issued a total of 3,698,147 shares in

redemption of approximately $203,000 of its Series A Preferred Stock for Q2. The issuances were as follows: Pinz Capital – 389,296

shares, GS Capital – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 230,583

shares, AJB – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 1,026,089

shares in aggregate (reduced from allowable to stay under 5% total holdings).

These shares of restricted stock were issued

to accredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act

of 1933, as amended. The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold

in the United States absent registration or an applicable exemption from the registration requirements.

Shares issued in consideration of consulting

services

The Company has issued 200,000 shares of restricted

common stock to an individual providing educational content for use in its Robo Agent software application. The Company has issued 200,000

shares of restricted common stock to an individual developing sales related materials for its Robo Agent software application. The Company

has issued 100,000 shares of restricted common stock to an individual who has assisted in evaluating acquisitions for the Company. The

Company issued 100,000 shares of restricted common stock to an advisor who is assisting in the sales of its Robo Agent software application.

The Company issued 100,000 shares of restricted common stock to an individual who is managing its data center activities. The Company

issued 100,000 shares of restricted common stock to an individual who is assisting in the training of agents for its Robo Agent software

application.

Shares issued as management incentives

The Company has issued 200,000 shares of restricted

common stock to its CEO as an incentive bonus for the first half of FY2026. The Company has issued 200,000 shares restricted common stock

to the Chairman of the Board of Directors as an incentive bonus for the first half of FY2026.

These shares of restricted stock were issued to

accredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act of

1933, as amended. The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold in

the United States absent registration or an applicable exemption from the registration requirements.

Item 5.02 Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Shares issued as incentive bonus for FY2026

As noted above, the Company has issued 200,000

shares of restricted common stock to its CEO as an incentive bonus for the first half of FY2026. Also as noted above, the Company has

issued 200,000 shares restricted common stock to the Chairman of the Board of Directors as an incentive bonus for the first half of FY2026.

These issuances are in addition to all other previously disclosed compensation arrangements.

Item 8.01 Other Events.

The Company issued a press release on June 30,

2026 discussing its financing facility noted above. A copy of the press release is included in Exhibit 99.1 of this filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

10.1

Common Stock Purchase Agreement dated June 26, 2026

10.2

Convertible Promissory Note dated June 26, 2026

10.3

Registration Rights Agreement dated June 26, 2026

99.1

Press Release dated June 30, 2026

104

Cover Page Interactive Data File (formatted as Inline

XBRL)

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: July 2, 2026

MITESCO, INC.

By:

/s/ Mack Leath

Mack Leath

Chairman and CEO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: mitiex10-1.htm · Sequence: 2

Exhibit 10.1

COMMON STOCK PURCHASE

AGREEMENT

This COMMON STOCK PURCHASE

AGREEMENT is made and entered into as of June 26, 2026 (this “Agreement”), by and among C/M Capital Partners,

LP (the “Investor”), and Mitesco, Inc., a Nevada corporation (the “Company”).

RECiTALS

WHEREAS, the parties

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

from time to time as provided herein, and the Investor shall purchase from the Company, up to $30,000,000;

WHEREAS, in consideration

for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Note in accordance

with the terms and subject to the conditions of this Agreement; and

WHEREAS, the parties

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

Rights Agreement”), pursuant to which the Company shall provide Investor with certain registration rights related to the

shares issued under this Agreement, upon the terms and subject to the conditions set forth therein.

NOW, THEREFORE, the

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

Article

PURCHASE AND SALE OF COMMON STOCK

Section 1.1.

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

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

the Investor, and the Investor shall purchase from the Company, up to $30,000,000 (the “Total Purchase Commitment”),

to the extent applicable under Section 2.4, by the delivery to the Investor of Fixed Purchase notice or VWAP Purchase notice, as provided

in Article II.

Section 1.2.

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

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

Agreement executed by each of the parties hereto and thereto, (b) the delivery by the Company of the Commitment Note to the Investor or

its designees as provided herein and (c) the delivery of all other documents, instruments and writings required to be delivered at the

Closing, in each case as provided in Section 6.1, to the offices of Pryor Cashman LLP, 7 Times Square, New York, NY 10036, at 1:00 p.m.,

New York City time, on the Closing Date, or such other time and place as the parties hereto shall agree. In consideration of, and in express

reliance upon, the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement,

during the Investment Period the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects

to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each Fixed Purchase or VWAP Purchase (each,

a “Settlement”). The payment for the Shares in respect of each Fixed Purchase and VWAP Purchase shall occur

(i) on the third (3rd) Trading Day following delivery of the Shares by the Company, and (ii) in accordance with Article II

hereof; provided, that all of the conditions precedent in Article VII shall have been fulfilled at the applicable times set forth

in Article VII.

Section 1.3. Initial

Public Announcements and Required Filings. The Company shall, within the time period required

under the Exchange Act, file with the Commission a Current Report on Form 8-K describing the material terms of the transactions

contemplated by the Transaction Documents, including, without limitation, the issuance of a convertible promissory note, in

substantially the form attached as Exhibit D (the “Commitment Note”), which note shall be

convertible into Common Shares (such Common Shares, the “Conversion Shares”) on the terms and

subject to the conditions set forth therein, the Commitment Note to the Investor pursuant to the terms of this Agreement, and

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

release issued by the Company disclosing the execution of this Agreement by the Company (including all exhibits thereto, the

“Current Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft

of the Current Report prior to filing the Current Report with the Commission and shall give due consideration to all such comments.

From and after the filing of the Current Report with the Commission, the Company shall have publicly disclosed all material,

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

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

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

by this Agreement are publicly disclosed by the Company as described in this Section 1.3, the Investor shall maintain the

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

(including the existence and terms of the transactions), except that the Investor may disclose the terms of such transactions to its

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

such information). The Company shall use its commercially reasonable efforts to prepare and, as soon

as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Registration Statement

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

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

Registration Statement, the Company shall use its commercially reasonable efforts to file with the Commission in accordance with

Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration

Statement (or post-effective amendment thereto).

Article

PURCHASE TERMS

Subject

to the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in this Agreement, the parties agree

(unless otherwise mutually agreed upon by the parties in writing) as follows:

Section 2.1. Fixed

Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in

Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the

“Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the

conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable

national market, or quotation service, is equal to or greater than $0.01, the Company shall have the right, but not the obligation,

to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not

to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable

Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a

“Fixed Purchase”); provided, however, that the Investor’s committed obligation under

any single Fixed Purchase shall not exceed $250,000 (provided that all shares of Common Stock in respect of all prior Fixed

Purchases and VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian

(“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed

Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase

Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share

Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no

obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the

Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may

deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every third Trading

Day, so long as the VWAP of the Common Stock on the Trading Day immediately preceding the intended Fixed Purchase Date is not the

lowest VWAP of the Common Stock over the ten Trading Day period immediately preceding such intended Fixed Purchase Date and (i) the

Closing Sale Price of the Common Stock on such Trading Day is not less than $0.01 and (ii) all Shares subject to all prior Fixed

Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since

delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed

Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Section 2.2. VWAP

Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in

Section 6.2, on the Commencement Date and from time to time thereafter, and on any business day selected by the Company where the

Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $0.01, subject to the

satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1, the

Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP

Purchase Notice, to purchase the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP Purchase Maximum Amount,

at the applicable VWAP Purchase Price therefor on the applicable VWAP Purchase Date in accordance with this Agreement (each such

purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate

committed obligation under a VWAP Purchase shall not exceed $250,000 in the aggregate for such VWAP Purchase on such VWAP Purchase

Date, collectively. The Company may deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor only

(i) on a Trading Day on which the Company also properly submitted a Fixed Purchase Notice providing for a Fixed Purchase of an

amount of Shares not less than the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date)

and (ii) if all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been

received by the Investor as DWAC Shares. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the

Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the

Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the

applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice, such VWAP

Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such

VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase

such excess Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain

obligated to purchase the applicable VWAP Purchase Maximum Amount in such VWAP Purchase at or prior to 9:30 a.m., New York City

time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the

Company a written confirmation of such VWAP Purchase setting forth the applicable VWAP Purchase Share Amount and VWAP Purchase Price

for such VWAP Purchase (each, a “VWAP Purchase Confirmation”).

Section 2.3. Reserved.

Section 2.4. Compliance

with Rules of Trading Market. The Company shall not issue or sell any shares of Common Stock

pursuant to this Agreement if such issuance or sale would reasonably be expected to result in (A) a violation of the Securities Act

or (B) a breach of the rules of the Trading Market. The provisions of this Section 2.4 shall be implemented in a manner otherwise

than in strict conformity with the terms of this Section 2.4 only if necessary to ensure compliance with the Securities Act and the

applicable rules of the Trading Market.

Section 2.5. Beneficial

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

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

which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as

calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial

ownership by the Investor of more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership

Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than the

next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of

shares of Common Stock outstanding as of the most recent date for which the Transfer Agent has such information. The Investor and

the Company shall each cooperate in good faith in the determinations required under this Section 2.5 and the application of this

Section 2.5. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation,

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

result absent manifest error. The provisions of this Section 2.5 shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 2.5 to the extent necessary to properly give effect to the limitations contained in

this Section 2.5.

Section 2.6. Commitment

Note. In consideration for the Investor’s execution

and delivery of this Agreement, the Company shall issue the Commitment Note to the Investor or its designee not later than 4:00 p.m.

(New York City time) on the Trading Day immediately following the date hereof and prior to the delivery of the initial VWAP Purchase

Notice. The Conversion Shares shall be included in the Registration Statement. For the avoidance of doubt, all of the Commitment Note

shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and

regardless of any subsequent termination of this Agreement.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The Investor hereby makes

the following representations, warranties and covenants to the Company:

Section 3.1. Organization

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

validly existing and in good standing under the laws of the State of Nevada.

Section 3.2. Authorization

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

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

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

Registration Rights Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly

authorized by all necessary limited liability company action, and no further consent or authorization of the Investor, its Board of

Directors or its members is required. Each of this Agreement and the Registration Rights Agreement has been duly executed and

delivered by the Investor and constitutes a valid and binding obligation of the Investor enforceable against it in accordance with

its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor’s

rights and remedies or by other equitable principles of general application (including any limitation of equitable

remedies).

Section 3.3. No

Conflicts. The execution, delivery and performance by the Investor of this Agreement and the

Registration Rights Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby do not and

shall not (i) result in a violation of such Investor’s certificate of formation, limited liability company agreement or other

applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or

both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any

material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the

Investor is a party or is bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any

agreement or any commitment to which the Investor is party or under which the Investor is bound or under which any of its properties

or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any

order, judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets

are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments,

acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in

any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the

Registration Rights Agreement. The Investor is not required under any applicable federal, state, local or foreign law, rule or

regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental

agency in order for it to execute, deliver or perform any of its obligations under this Agreement and the Registration Rights

Agreement or to purchase or acquire the Securities in accordance with the terms hereof; provided, however, that for

purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant

representations and warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction

Documents to which it is a party.

Section 3.4. Investment

Purpose. The Investor is acquiring the Securities for its own account, for investment purposes

and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales

registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making

the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for

any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant

to, a registration statement filed pursuant to the Registration Rights Agreement or an applicable exemption under the Securities

Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or

distribute any of the Securities.

Section 3.5. Accredited Investor

Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D.

Section 3.6. Reliance

on Exemptions. The Investor understands that the Securities are being offered and sold to it

in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company

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

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

the eligibility of the Investor to acquire the Securities.

Section 3.7. Information.

All materials relating to the business, financial condition, management and operations of the Company and materials relating to the

offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the

Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment in

the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities and

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

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

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

relating to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the

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

Company’s representations and warranties contained in this Agreement or in any other Transaction Document to which the Company

is a party or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with

this Agreement or the consummation of the transaction contemplated hereby (including, without limitation, the opinions of the

Company’s counsel delivered pursuant to Section 6.2(xvi)). The Investor has sought such accounting, legal and tax advice as it

has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor

understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this

investment or the transactions contemplated by this Agreement.

Section 3.8.

No Governmental Review. The Investor understands that no United States federal or state

agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the

fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering

of the Securities.

Section 3.9.

No General Solicitation. The Investor is not purchasing or acquiring the Securities as

a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer

or sale of the Securities.

Section 3.10.

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

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

into shares of Common Stock, and during the Restricted Period, Investor will not acquire beneficial ownership of any shares of the Company’s

capital stock (including shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than pursuant

to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor

from purchasing, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction

of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a Fixed

Purchase or VWAP Purchase, as applicable, if the Company or the Transfer Agent shall have failed for any reason to electronically transfer

all of the Shares subject to such Fixed Purchase or VWAP Purchase, as applicable, to the Investor by crediting the Investor’s or

its designated Broker-Dealer’s account at DTC through its DWAC delivery system, at or prior to the applicable time required by and

otherwise in compliance with Section 2.4 of this Agreement.

Section 3.11.

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

its agents, representatives or Affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short

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

which establishes a net short position with respect to the Common Stock.

Section

3.12. Statutory Underwriter Status. The Investor acknowledges

that it will be disclosed as an “underwriter” and a “selling stockholder” in the Registration Statement and in

any Prospectus contained therein to the extent required by applicable law.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except as set forth in the

disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral

part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations,

warranties and covenants to the Investor:

Section 4.1. Organization,

Good Standing and Power. The Company and each of the Subsidiaries is an entity duly

incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation

or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as

currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective

certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the

Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each

jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where

the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a

Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

Section 4.2. Authorization,

Enforcement. Each of the Company and its Subsidiaries has the requisite corporate or other

power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party and, in

the case of the Company, to issue the Securities in accordance with the terms hereof and thereof. Except for approvals of the

Company’s Board of Directors or a committee thereof as may be required in connection with any issuance and sale of Shares to

the Investor hereunder (which approvals shall be obtained prior to the delivery of any Fixed Purchase Notice and any VWAP Purchase

Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the

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

corporate or other action (as applicable) on the part of the Company, and no further consent or authorization of the Company or its

Board of Directors or its stockholders, or any other Person is required in order for the Company to execute, deliver and perform its

respective obligations under the Transaction Documents to which it is a party. Each of the Transaction Documents to which the

Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting

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

(including any limitation of equitable remedies).

Section 4.3. Capitalization.

All of the outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly and validly authorized and

issued and are fully paid and non-assessable, and, except as otherwise set forth in the Commission Documents, all outstanding shares

of capital stock or membership interests of the Subsidiaries are owned by the Company either directly or through wholly owned

Subsidiaries and are free and clear of any perfected security interest or any other security interests, claims, liens or

encumbrances. Except as set forth in the Commission Documents and this Agreement, there are no agreements or arrangements under

which the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in the

Commission Documents, no shares of capital stock of the Company are entitled to preemptive rights and there are no outstanding debt

securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue

additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of

any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of

the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive

and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the

Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has

no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set

forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions that will

be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or

therein. The Company has made available via EDGAR true and correct copies of the Company’s Certificate of Incorporation as in

effect on the Commencement Date (the “Charter”), and the Company’s Bylaws as in effect on the Commencement

Date (the “Bylaws”).

Section 4.4. Issuance

of Securities. The Shares to be issued under this Agreement have been, or with respect to

Shares to be purchased by the Investor pursuant to a particular Fixed Purchase Notice or a particular VWAP Purchase Notice, will be,

prior to the delivery to the Investor hereunder of such Fixed Purchase Notice or VWAP Purchase Notice, respectively, duly authorized

by all necessary corporate action on the part of the Company. The Conversion Shares, when issued to the Investor in accordance with

this Agreement, and the Shares, when issued and sold against payment therefor in accordance with this Agreement, shall be validly

issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances,

rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor

shall be entitled to all rights accorded to a holder of Common Stock. As of the date of this Agreement, [ ] shares of Common Stock

have been duly authorized and reserved by the Company for issuance and sale by the Company to the Investor as Shares under this

Agreement, and [ ] shares of Common Stock have been duly authorized and reserved by the Company for issuance by the Company to the

Investor as Conversion Shares pursuant to the conversion of the Commitment Note.

Section 4.5. No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction

Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and

shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a

breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time

or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any

material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the

Company or of the Company’s Subsidiaries is a party or is bound, except as set forth on Schedule 4.5, (iii) create

or impose a lien, charge or encumbrance on any property or assets of the Company or of the Company’s Subsidiaries under any

agreement or any commitment to which the Company or of the Company’s Subsidiaries is a party or by which the Company or of the

Company’s Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv) result in a

violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or

of the Company’s Subsidiaries or by which any property or asset of the Company or of the Company’s Subsidiaries are

bound or affected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market),

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

cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse

Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the

Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law,

rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or

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

respective obligations under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in

accordance with the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have

been obtained or made prior to the Closing Date); provided, however, that, for purposes of the representation made in

this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this

Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Registration Rights

Agreement.

Section 4.6.

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

Accountants.

(a) The Company has timely

filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents for

the twelve months preceding the date of this Agreement required to be filed by it (the “Filed Commission

Documents”). The Company has delivered or made available to the Investor via EDGAR or otherwise true and complete

copies of the Filed Commission Documents prior to the Closing Date. As of its filing date, each Commission Document complied in all

material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local

laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the

Closing Date, on the date of such amended or superseded filing). Each Registration Statement, on the date it is filed with the

Commission, on the date it is declared effective by the Commission, on each Fixed Purchase Date and each VWAP Purchase Date, shall

comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the

Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not

apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information

relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The

Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after

the Closing Date, when taken together, on its date, on each Fixed Purchase Date and each VWAP Purchase Date, shall comply in all

material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act)

and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except

that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement

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

behalf of the Investor expressly for use therein. Each Commission Document to be filed with or furnished to the Commission after the

Closing Date and filed as part of or incorporated by reference in the Registration Statement, or the Prospectus included therein or

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

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

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

Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it. There are

no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The

Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the

Company under the Securities Act or the Exchange Act. To the Company’s Knowledge, the Commission has not commenced any

enforcement proceedings against the Company or any of its Subsidiaries.

(b)

The financial statements and schedules of the Company and its consolidated Subsidiaries to be filed as part of or incorporated

by reference in the Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto, present fairly in

all material respects the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as

of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X, and have

been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on

a consistent basis throughout the periods involved (except as otherwise noted therein). The interactive data in eXtensible Business Reporting

Language included or incorporated by reference in the Commission Documents, the Registration Statement fairly presents the information

called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15

under the Exchange Act). Except as disclosed in Commission Documents, such disclosure controls and procedures are designed to ensure

that material information relating to the Company and its Subsidiaries is made known to the Company’s Chief Executive Officer

and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to

perform the functions for which they were established. The Company and the Subsidiaries have established and maintain internal

control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in

Commission Documents, such internal control over financial reporting is designed to provide reasonable assurance that

(A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions

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

assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the

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

respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language in the Commission Documents

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

and guidelines applicable thereto. The Company’s auditors and the Audit Committee of the Board of Directors of the Company

have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls

which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any

fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal

controls. Since the date of the most recent evaluation of such disclosure controls and procedures, except as disclosed in Commission

Documents, there have been (A) no material weakness in the Company’s internal control over financial reporting (whether

or not remediated) and (B) no significant changes in internal controls or in other factors that could significantly affect

internal controls, including any corrective actions with regard to significant deficiencies.

(d)

The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations

thereunder, which are applicable to it as of the date hereof.

(e)

The Company’s accountants are set forth in the Commission Documents and, to the Knowledge of the Company, such accountants

are an independent registered public accounting firm as required by the Securities Act.

Section 4.7.

Subsidiaries. The Filed Commission Documents set forth each subsidiary (each, a “Subsidiary,”

and collectively, the “Subsidiaries”), of the Company as of the Commencement Date, other than those that may

be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization, and the Company does not

have any other Subsidiaries as of the Commencement Date. No Subsidiary of the Company 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, except as described or incorporate by reference in, or contemplated by,

the Registration Statement and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect.

Section 4.8.

No Material Adverse Effect or Material Adverse Change, No Undisclosed Liabilities. Except

as otherwise disclosed in any Commission Document, since the end of the Company’s most recent audited fiscal year: (i) the Company

has not experienced or suffered any Material Adverse Effect, and, to the Company’s Knowledge, there exists no current state of facts,

condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development

that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in

the earnings, business or operations of the Company from that set forth in the Commission Documents, including, without limitation, as

a result of the outbreak of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal,

state, local or foreign government or government agency in any country or region in which the Company, or any of its agents, consultants,

advisors or vendors, has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions

or closures of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews,

travel restrictions, workplace controls, “stay-at-home” orders, social distancing requirements or guidelines or other public

gathering restrictions or limitations; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation,

direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital

stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary

dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.

Neither the Company nor

any of its Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or

unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of the Company or

any Subsidiary (including the notes thereto) in conformity with GAAP and are not disclosed in the Commission Documents, other than

those incurred in the ordinary course of the Company’s or its Subsidiaries respective businesses and which, individually or in

the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 4.9.

No Undisclosed Events or Circumstances. No event, liability, development or circumstance

has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their

respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise),

that (i) would be required to be disclosed by the Company under applicable securities laws in the Registration Statement or the Prospectus,

which has not been disclosed or incorporated by reference in the Registration Statement and the Prospectus, or (ii) would reasonably be

expected to have a Material Adverse Effect.

Section 4.10. Indebtedness.

The Commission Documents set forth or describe all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,

or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,

“Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000

(other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and

other contingent obligations in respect of Indebtedness of others in excess of $100,000, whether or not the same are or should be

reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments

for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease

payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. There is no existing or

continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries. The Company has not

taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code

or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its

creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for

relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.

The Company is financially solvent and is generally able to pay its debts as they become due.

Section 4.11. Title

to Assets. The Company and each of its Subsidiaries have good and marketable title in fee

simple to all real property and good and marketable title to all personal property owned by them which is material to the business

of the Company, in each case free and clear of all liens, encumbrances and defects except such as are described in the Commission

Documents or incorporated by reference in the Registration Statement and the Prospectus or such as do not materially affect the

value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its

Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries are held by it under valid,

subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use

made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except as described or

incorporated by reference in the Registration Statement and the Prospectus

Section 4.12.

Actions Pending. Except as disclosed in Commission Documents, there is no action, suit,

proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending

or, to the Knowledge of the Company, threatened against or affecting the Company or any of the Subsidiaries, or any of their respective

officers or directors in their capacities as such, which would reasonably be expected to have a Material Adverse Effect.

Section 4.13.

Compliance With Laws. During the 12-month period immediately preceding the date hereof,

except as described in the Filed Commission Documents, the Company and each of its Subsidiaries is and at all times has been in material

compliance with all applicable U.S. and foreign statutes, rules, or regulations applicable to Company and its Subsidiaries (“Applicable

Laws”), except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 4.14. Certain

Fees. Except as set forth on Schedule 4.14, no brokerage or finder’s fees or commissions

are or will be payable by the Company or of the Subsidiaries to any broker, financial advisor or consultant, finder, placement

agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The

Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other

Persons for fees of a type contemplated in this Section 4.14 incurred by the Company or of the Subsidiaries that may be due or

payable in connection with the transactions contemplated by the Transaction Documents.

Section 4.15.

Operation of Business. The Company and the Subsidiaries possess or have obtained, all

licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and have made all declarations and filings

with, the appropriate federal, state, local or foreign governmental entity that are necessary for the ownership or lease of their respective

properties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration

Statement and the Prospectus (the “Permits”), except where the failure to possess, obtain or make the same would

not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice

of any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be

renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, have

a Material Adverse Effect. This Section 4.15 does not relate to environmental matters, such items being the subject of Section 4.16.

Section 4.16.

Material Agreements. Except as set forth in the Commission Documents,

neither the Company nor any Subsidiary of the Company is a party to any written or oral contract, instrument, agreement commitment, obligation,

plan or arrangement (collectively, “Material Agreements”).

Each of the Material Agreements described in the Commission Documents conform in all material respects to the descriptions thereof contained

or incorporated by reference therein. The Company and each of its Subsidiaries have performed in all material respects all the obligations

then required to be performed by them under the Material Agreements, have received no notice of default or an event of default by the

Company or any of its Subsidiaries thereunder and are not aware of any basis for the assertion thereof, and neither the Company or any

of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto are in default under any Material Agreement

now in effect, the result of which would have a Material Adverse Effect. Each of the Material Agreements is in full force and effect,

and constitutes a legal, valid and binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries

and, to the Knowledge of the Company, each other contracting party thereto, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting

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

Section 4.17.

Transactions With Affiliates. Except as disclosed in the Commission Documents, none of

the Company’s, officers or directors, or to the Company’s Knowledge, none of the Company’s stockholders or any family

member or Affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that

would be required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities

Act.

Section 4.18.

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate

rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent

rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their

respective businesses as now conducted, except as would not reasonably be expected to have a Material Adverse Effect. None of the Company’s

material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,

licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by

the terms and conditions thereof, will expire or terminate within two years from the date of this Agreement, except as would not reasonably

be expected to have a Material Adverse Effect. The Company has no Knowledge of any infringement by the Company or the Subsidiaries of

any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service

mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or

technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s

Knowledge, being threatened against, the Company or the Subsidiaries regarding trademark, trade name, patents, patent rights, invention,

copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which would reasonably

be expected to have a Material Adverse Effect.

Section

4.19. Use of Proceeds. The proceeds from the sale of the

Shares by the Company to the Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any

Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration

Rights Agreement; provided, however, that 30% of the gross proceeds from each sale of Shares pursuant to this Agreement must first be

used to repay the obligations owing pursuant to the Commitment Note, until such obligations have been satisfied in full.

Section 4.20.

Investment Company Act Status. The Company is not required to be registered as, and immediately

after receipt of payment for the Shares will not be required to be registered as, an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

Section 4.21.

Benefit Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and

arrangement that is maintained, administered or contributed to by the Company for current or former employees or directors of, or independent

contractors with respect to, the Company has been maintained in material compliance with its terms and the requirements of any applicable

statutes, orders, rules and regulations, and the Company has complied in all material respects with all applicable statutes, orders, rules

and regulations in regard to such plans, agreements, policies and arrangements. Each stock option granted under any equity incentive plan

of the Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the market price

per common share on the grant date of such option in accordance with the rules of the Trading Market, and no such grant involved any “back-dating,”

“forward-dating” or similar practice with respect to the effective date of such grant; each such option (i) was granted

in compliance in all material respects with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by the Company’s

Board of Directors, and (iii) has been properly accounted for in the Company’s financial statements and disclosed, to the extent

required, in the Company’s filings or submissions with the Commission, and the Trading Market. Neither the Company nor any Subsidiary

is in violation of or has received written notice of any violation with respect to any federal or state law, regulation or rule relating

to discrimination in the hiring, termination, promotion, employment or pay of employees, nor any applicable federal or state wages and

hours law, nor any state law, regulation or rule precluding the denial of credit due to the neighborhood in which a property is situated,

the violation of any of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There

are no existing or, to the Knowledge of the Company, threatened labor disputes with the employees of the Company or any of the Subsidiaries

that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.22.

Taxes. Each of the Company and the Subsidiaries has filed on a timely basis (including

in accordance with any applicable extensions) all material necessary federal, state, local and foreign income and franchise tax returns

required to be filed through the date hereof or have properly requested extensions thereof, and have paid all taxes shown as due thereon,

and if due and payable, any related or similar assessment, fine or penalty levied against the Company or of the Subsidiaries. Except as

disclosed in the Commission Documents, no material tax deficiency has been asserted against any such entity, and the Company has no Knowledge

of any tax deficiency that is likely to be asserted against any such entity that, individually or in the aggregate, if determined adversely

to any such entity, would reasonably be expected to have a Material Adverse Effect. All material tax liabilities are adequately provided

for on the respective books of the Company and the Subsidiaries.

Section 4.23.

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized

financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary

in the businesses in which the Company and its Subsidiaries are engaged, including, but not limited to, insurance covering real and personal

property owned or leased by the Company and the Subsidiaries against theft, damage, destruction, environmental liabilities, acts of vandalism,

terrorism, earthquakes, flood and all other risks customarily insured against, all of which insurance is in full force and effect. Neither

the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be

expected to have a Material Adverse Effect.

Section 4.24. Dilutive

Effect. The Company is aware and acknowledges that issuance of the Securities could cause

dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The

Company further acknowledges that its obligation to issue the Conversion Shares pursuant to conversions of the Commitment Note is,

in each case, unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other

stockholders of the Company.

Section 4.25. Manipulation

of Price. The Company has not, and to its Knowledge no Person acting on its

behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid

any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for

soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates

will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of

this Agreement, take any of the actions referred to in the immediately preceding sentence.

Section 4.26. Securities

Act. The Company has complied and shall comply with all applicable federal and state

securities laws in connection with the offer, issuance and sale of the Securities hereunder, including, without limitation, the

applicable requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and at the time it is

declared effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the

Registrable Securities included therein by the Investor in accordance with the Registration Rights Agreement on a delayed or

continuous basis under Rule 415 under the Securities Act at then-prevailing market prices, and not fixed prices. The Company is not,

and has not previously been at any time, an issuer identified in, or subject to, Rule 144(i).

Section 4.27. Listing

and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to

Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the

effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any

notification that the Commission is currently contemplating terminating such registration. Except as disclosed in the Filed

Commission Documents, the Company has not, in the twelve (12) months preceding the date hereof, received any written notice from any

Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Trading Market.

Except as disclosed in the Commission Documents, the Company is in compliance with all such listing and maintenance requirements of

the Trading Market. The Common Stock is eligible for participation in the DTC book entry system and has shares on deposit at DTC for

transfer electronically to third parties via DTC through its DWAC delivery system. The Company has not received notice from DTC to

the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or

book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

Section 4.28.

Application of Takeover Protections. The Company and its Board of Directors have taken

all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including

any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter or the laws of the

State of Nevada that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective

obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as a

result of the Company’s issuance of the Securities and the Investor’s ownership of the Securities.

Section 4.29.

Money Laundering Laws. The operations of the Company and its Subsidiaries are and have

been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to

the Knowledge of the Company, threatened.

Section 4.30. OFAC.

Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or

Affiliate of the Company or any of its Subsidiaries (i) is currently subject to any sanctions administered by the U.S.

government, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the

U.S. Department of State, the United Nations Security Council, the European Union, or the United Kingdom (including sanctions

administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons,

“Sanctioned Persons”) or other relevant sanctions authority, and (ii) will use the proceeds of this

offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or

territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country,

region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the

United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her

Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director,

officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a Person that is, or is 50% or more owned or

otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country,

region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country,

region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively,

“Sanctioned Countries” and each, a “Sanctioned Country”). The Company and its

Subsidiaries have not engaged in any dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a

Sanctioned Country, in the preceding three years, nor does the Company or any of its Subsidiaries have any plans to deal or transact

with Sanctioned Persons, or with or in Sanctioned Countries.

Section 4.31. Information

Technology; Compliance with Data Privacy Laws. To the best of the Company’s knowledge

and as previously disclosed under Commission Documents, (i) there have been no material breaches or violations of (or

unauthorized access to) the Company, or the Subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications and databases (collectively, the “IT Systems”) or any

personal, personally identifiable, sensitive, confidential or regulated data (collectively, “Personal

Data”) processed or stored by or on behalf of the Company or the Subsidiaries, except for those that have been

remedied without material cost or liability or the duty to notify any regulator, nor are there any pending internal investigations

of the Company or the Subsidiaries relating to the same and (ii) the Company and the Subsidiaries are presently in compliance

in all material respects with all Applicable Laws, statutes and regulations and contractual obligations relating to the privacy and

security of IT Systems and Personal Data.

Section 4.32.

No Disqualification Events. None of the Company, any of their predecessors, any affiliated

issuer, any director, general partner executive officer, other officer of the Company participating in the offering contemplated hereby,

any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power,

nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time

of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications

described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a

Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company have exercised reasonable care to determine

whether any Issuer Covered Person is subject to a Disqualification Event.

Section 4.33. ERISA.

Except as set forth in the Commission Documents, the Company is not a party to an “employee benefit plan,” as defined in

Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which: (i) is

subject to Title IV of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company or any of its

ERISA Affiliates (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.” An

“ERISA Affiliate” of any person or entity means any other person or entity which, together with that Person or entity,

could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. Each Employee Plan has been maintained in

material compliance with its terms and the requirements of Applicable Law. Except as set forth or incorporated by reference in the

Registration Statement and the Prospectus, there is no liability in respect of post-retirement health and medical benefits for

retired employees of the Company or any of its ERISA Affiliates, other than medical benefits required to be continued under

Applicable Law. No “prohibited transaction” (as defined in either Section 406 of ERISA or Section 4975 of the Code) has

occurred with respect to any Employee Plan; and each Employee Plan that is intended to be qualified under Section 401(a) of the Code

is so qualified, and nothing has occurred, whether by action or by failure to act, which could cause the loss of such

qualification.

Section

4.34. No Other Similar Agreement.

Except as disclosed in the Commission Documents, other than the Transaction Documents to which it

is a party, the Company is not a party to any agreement that is (or that contains any term, obligation or restriction that is) in effect

on the date hereof with any Person, other than the Investor, relating to any “at the market offering,” “equity line

of credit” or any other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock

Equivalents at a future determined price.

Section 4.35.

Acknowledgement Regarding Investor’s Acquisition of Securities. The Company acknowledges

and agrees that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the

transactions contemplated by the Transaction Documents. The Company further acknowledges that the Investor is not acting as a financial

advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated by the

Transaction Documents, and any advice given by the Investor or any of its representatives or agents in connection therewith is merely

incidental to the Investor’s acquisition of the Securities. The Company further represents to the Investor that the Company’s

decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation of the transactions

contemplated thereby by the Company, respectively, and their respective representatives. The Company acknowledges and agrees that the

Investor has not made and does not make any representations or warranties with respect to the transactions contemplated by the Transaction

Documents other than those specifically set forth in Article IV.

Article

ADDITIONAL COVENANTS

The Company covenants with

the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party

during the Investment Period (and with respect to the Company for the period following the termination of this Agreement specified in

Section 8.3 pursuant to and in accordance with Section 8.3):

Section 5.1. Securities

Compliance. The Company shall notify the Commission and the Trading Market, if and as

applicable, in accordance with their respective rules and regulations, of the transactions contemplated by the Transaction

Documents, and shall take all necessary action, undertake all proceedings and obtain all registrations, permits, consents and

approvals for the legal and valid issuance of the Securities to the Investor in accordance with the terms of the Transaction

Documents, as applicable.

Section 5.2. Reservation

of Common Stock. The Company has available and the Company shall reserve and keep available at

all times, free of preemptive and other similar rights of stockholders, [ ] shares of authorized but unissued shares of Common Stock

to enable the Company to timely effect the issuance, sale and delivery of all Shares pursuant to this Agreement. As of the date of

this Agreement the Company has reserved, and as of the Commencement Date shall have continued to reserve, out of its authorized and

unissued Common Stock, [ ] shares of Common Stock solely for the purpose of effecting Fixed Purchases and VWAP Purchases under this

Agreement, and [ ] shares of Common Stock solely for the purpose of issuing the Conversion Shares issuable upon conversion of the

Commitment Note.

Section 5.3. Registration

and Listing. The Company shall use its commercially reasonable efforts to cause the Common

Stock to continue to be registered as a class of securities under Section 12(g) of the Exchange Act, and to comply with its

reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not

permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its

reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company shall use its

commercially reasonable efforts to continue the listing and trading of its Common Stock and the listing of the Securities purchased

by the Investor hereunder on the Trading Market and to comply with the Company’s reporting, filing and other obligations under

the rules and regulations of the Trading Market. The Company shall not take any action which could be reasonably expected to result

in the delisting or suspension of the Common Stock on the Trading Market. If the Company receives any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain, the Company

shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially

reasonable efforts to cause the Common Stock to be listed or quoted on another Eligible Market.

Section 5.4. Compliance with

Laws.

(i)

During the Investment Period, (a) the Company shall comply, and the Company shall cause each Subsidiary to comply, with all laws,

rules, regulations and orders applicable to the business and operations of the Company and the Subsidiaries, except as would not have

a Material Adverse Effect, and (b) the Company shall comply with all applicable provisions of the Securities Act and the Exchange Act,

including Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Trading

Market or Eligible Market, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of

the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor to conduct resales

of Securities under the Registration Statement in any material respect. Without limiting the foregoing, none of the Company, or any of

the Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers, agents, employees or any other Persons

acting on their behalf shall, in connection with the operation of the respective businesses of the Company and the Subsidiaries, (1) use

any corporate funds for unlawful contributions, payments, gifts or entertainment or to make any unlawful expenditures relating to political

activity to government officials, candidates or members of political parties or organizations, (2) pay, accept or receive any unlawful

contributions, payments, expenditures or gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott

regulations, embargo regulations or other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA

and the Money Laundering Laws.

(ii)

The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under

this Agreement and its investment in the Securities, except as would not, individually or in the aggregate, prohibit or otherwise interfere

with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting

the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation

M thereunder, and all applicable state securities or “Blue Sky” laws.

Section 5.5. Keeping of Records and

Books of Account; Due Diligence.

(i)

The Investor and the Company shall each maintain records showing the remaining the remaining Total Purchase Commitment, the remaining

Aggregate Limit and the dates and Fixed Purchase Share Amount and VWAP Purchase Share Amount for each Fixed Purchase and each VWAP Purchase,

respectively.

(ii)

The Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance

notice to the Company, to perform reasonable due diligence on the Company during normal business hours; provided, however,

that after the Closing Date, the Investor’s continued due diligence of the Company shall not be a condition precedent to, or otherwise

impair, delay or modify in any respect, the Company’s right to deliver to the Investor any Fixed Purchase Notice and any VWAP Purchase

Notice, or the Investor’s obligation to purchase the Shares subject thereto, pursuant to this Agreement. The Company and its officers

and employees shall provide information on a reasonably timely basis and otherwise reasonably cooperate with the Investor in connection

with any reasonable request by the Investor related to the Investor’s due diligence of the Company.

Section 5.6.

No Frustration; Prohibition of Certain Issuances Before Settlement of Purchases; No Similar Transactions.

(i) No

Frustration. The Company shall not enter into, announce or recommend to the Company’s stockholders any agreement,

plan, arrangement or transaction in or of which the terms thereof would restrict, conflict with or impair the ability or right of

the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the

obligation of the Company to deliver (i) the Commitment Note to the Investor or its designee not later than 4:00 p.m. (New York City

time) on the Effective Date in accordance with Section 9(ii) of this Agreement, (ii) the Shares to the Investor in respect of a

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

Fixed Purchase Date for such Fixed Purchase in accordance with Section 2.1 of this Agreement, and (iii) the Shares to the Investor

in respect of a VWAP Purchase as DWAC Shares not later than 10:00 a.m., New York City time, on the Trading Day immediately following

the applicable VWAP Purchase Date for such VWAP Purchase in accordance with Section 2.2 of this Agreement. For the avoidance of

doubt, nothing in this Section 5.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance

with Section 7.2 (subject in all cases to Section 7.3).

(ii)

No Dilutive Issuances During Reference Periods. Neither the Company nor or any Subsidiary shall issue, sell or grant

any right, option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise

dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing

agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant

to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the following periods:

(i) with respect to each Fixed Purchase for which the Company has delivered to the Investor a Fixed Purchase Notice, the period beginning

on the third (3rd) Trading Day immediately preceding the applicable Fixed Purchase Date for such Fixed Purchase and ending

on the third (3rd) Trading Day next following the Trading Day on which the Investor has delivered to the Company the applicable

total purchase price for all of the Shares to be purchased by the Investor in such Fixed Purchase pursuant to Section 2.1, and (ii) with

respect to each VWAP Purchase under this Agreement for which the Company has delivered to the Investor a VWAP Purchase Notice, the period

beginning on the third (3rd) Trading Day immediately preceding the applicable VWAP Purchase Date for such VWAP Purchase and

ending on the third (3rd) Trading Day next following the Trading Day on which the Investor has delivered to the Company the

applicable total purchase price for all of the Shares to be purchased by the Investor in such VWAP Purchase pursuant to Section 2.2 (each

such period referred to in clause (i) and (ii) above, a “Reference Period”), any Common Stock or Common Stock

Equivalents, at an effective price per share of Common Stock less than the applicable Fixed Purchase Price or VWAP Purchase Price (as

applicable) per Share (such price, the “Reference Price”) to be sold to the Investor in the applicable Fixed

Purchase and VWAP Purchase (as applicable) to which such Reference Period relates (each such issuance, a “Dilutive Issuance”),

other than an Exempt Issuance (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued

shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices

or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive

shares of Common Stock at an effective price per share of Common Stock that is less than the applicable Reference Price, such issuance

shall be deemed to have occurred for less than the applicable Reference Price on such date of the Dilutive Issuance at such effective

price) and the applicable Fixed Purchase Price or VWAP Purchase Price (as applicable) shall be reduced to equal the Reference Price. If

the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents

at the lowest possible conversion or exercise price at which such securities may be converted or exercised. The Investor shall be entitled

to seek injunctive relief against the Company and the Subsidiaries to preclude any such Dilutive Issuance that does not constitute an

Exempt Issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and

without any bond or other security being required.

(iii)

Clearing Date. If the lowest trade price for the Common Stock on the Clearing Date is lower than that at the time

any Shares pursuant to a Fixed Purchase or VWAP Purchase are actually issued, then the price per share at which such Shares are issued

shall be adjusted such that the price per share at which such Shares are issued shall be calculated from the closing trade price on the

Clearing Date, and the Company shall issue additional Shares to Investor to reflect such adjusted price per Share. For purposes of this

Agreement, “Clearing Date” shall be on the date on which any Shares pursuant to a Fixed Purchase or VWAP Purchase are

deposited into Investor’s brokerage account and Investor’s broker has confirmed with Investor that the Investor may execute

trades of such Shares.

(iv) No Other

Similar Transactions. From and after the date of this Agreement until the termination of this Agreement pursuant to Section

7 (the “Similar Transaction Restricted Period”), none of the Company or any Subsidiary shall issue, sell

or grant any, or otherwise dispose of or issue (or enter into any agreement, plan or arrangement contemplating any of the foregoing,

or seek to utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance,

sale or grant or other disposition or issuance of (or any agreement, plan or arrangement therefor) any Common Stock or Common Stock

Equivalents (or a combination of units thereof) in any “equity line of credit,” “at the market offering” or

other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock Equivalents (or any

combination of units thereof) at a future determined price, other than (a) Securities issued to the Investor pursuant to this

Agreement and any of the other Transaction Documents or pursuant to any other agreement entered into by the Company and the Investor

at any time after the date of this Agreement, and (b) any securities of the Company issued upon the exercise or exchange of or

conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time (such similar transaction

other than those referred to clauses (a) and (b) hereof, a “Similar Transaction”). From

and after the date immediately following the last day of the Similar Transaction Restricted Period, the Company and/or any

Subsidiary shall be permitted to enter into an agreement, plan or arrangement to effect a Similar Transaction (and may publicly

announce the same), and the Company and/or any Subsidiary shall be permitted to take all such actions necessary or as contemplated

thereby in order to satisfy any conditions required thereunder to be satisfied by the Company and/or any Subsidiary in order to

commence issuances and sales of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder, including,

without limitation, preparing and filing with the Commission one or more registration statements to register under the Securities

Act the offer, issuance and sale by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof)

thereunder, or to register the resale by any Person or Persons of Common Stock or Common Stock Equivalents (or a combination of

units thereof) that may be issued or sold by the Company and/or any Subsidiary to such Person or Persons thereunder; provided, however,

that none of the Company or Subsidiary may issue, sell or otherwise dispose of any shares of Common Stock or Common Stock

Equivalents (or a combination of units thereof) to or through any Person or Persons thereunder prior to the date of termination of

this Agreement pursuant to Section 7. The Investor shall be entitled to seek injunctive relief against the Company and the

Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity

of showing economic loss and without any bond or other security being required.

Section 5.7.

Corporate Existence. The Company shall take all steps necessary to preserve and continue

the corporate existence of the Company; provided, however, that, except as provided in Section 5.8, nothing in this Agreement

shall be deemed to prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt,

nothing in this Section 5.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 7.2

(subject in all cases to Section 7.3).

Section 5.8.

Fundamental Transaction. If a Fixed Purchase Notice or a VWAP Purchase Notice has been

delivered by the Company to the Investor under Article II and the applicable Fixed Purchase and VWAP Purchase, respectively, has or have

not yet been fully settled in accordance with this Agreement (including, without limitation, the delivery by the Investor to the Company

of the applicable total purchase price for all of the Shares to be purchased by the Investor in such Fixed Purchase and VWAP Purchase,

respectively, as contemplated by Article II), the Company shall not effect any Fundamental Transaction until the expiration of three (3)

Trading Days following the Trading Day on which the Investor has delivered to the Company the applicable total purchase price for all

of the Shares to be purchased by the Investor in such Fixed Purchase and VWAP Purchase, respectively.

Section 5.9.

Selling Restrictions.

(i) Except as expressly

set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following

the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor any of

its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted

Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall,

directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase,

or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into

or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that

transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly

understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit

any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under

Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that such Restricted

Person is or may be obligated to purchase under a pending Fixed Purchase Notice, a pending VWAP Purchase Notice but has not yet

taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant

to such Fixed Purchase Notice, such VWAP Purchase Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer

upon such Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement.

(ii)

In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above),

the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the

requirements of the Securities Act and the Exchange Act.

Section 5.10.

Effective Registration Statement. During the Investment Period, the Company shall use

its commercially reasonable efforts to maintain the continuous effectiveness of the each Registration Statement filed with the Commission

under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.

Section 5.11.

Blue Sky. The Company shall take such action, if any, as is necessary by the Company in

order to obtain an exemption for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents,

and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state

securities or “Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following

the Closing Date; provided, however, that the Company shall not be required in connection therewith or as a condition thereto

to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.11, (y) subject

itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 5.12.

Non-Public Information. None of the Company or of the Subsidiaries, nor any of their respective

directors, officers, employees or agents shall disclose any material non-public information about the Company or the Subsidiaries to the

Investor, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the

event of a breach of the foregoing covenant by the Company or of the Subsidiaries, or any of their respective directors, officers, employees

and agents (as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice

of such breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed

to publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor, in addition to any

other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in

the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by

the Company, any of the Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall not have

any liability to the Company, any of the Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents,

for any such disclosure.

Section 5.13.

Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales,

if any, of the Shares that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable,

which (or whom) shall be unaffiliated with the Investor and not then currently engaged or used by the Company, and a DTC participant (collectively,

the “Broker-Dealer”). The Investor shall, from time to time, provide the Company and the Transfer Agent with

all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible for all fees

and commissions of the Broker-Dealer, which shall not exceed customary brokerage fees and commissions and shall be responsible for designating

only a DTC participant eligible to receive DWAC Shares.

Section 5.14.

Disclosure Schedules.

(i)

The Company may, from time to time, update the Disclosure Schedules as may be required to satisfy the conditions set forth in Section

6.2(i) and Section 6.3 (to the extent such condition set forth in Section 6.3 relates to the condition in Section 6.2(i) as of a specific

Notice Delivery Time). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate shall be deemed

to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule

pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and made

prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.

(ii)

Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure

contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule

of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is reasonably

apparent. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information

is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether

based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting

the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Section 5.15.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events.

Within three (3) Trading Days immediately following the (i) filing of (A) a post-effective amendment to the Prospectus Supplement required

to be filed by the Company with the Commission pursuant to the Registration Rights Agreement, (B) a New Registration Statement required

to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective

amendment to a New Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration

Rights Agreement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities

by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the date the Company

files with the Commission (A) a Prospectus Supplement to the Prospectus contained in the Registration Statement under the Securities Act,

(B) an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, (C) an amendment

on Form 10-K/A to an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date,

which contains amended material financial information (or a restatement of material financial information) or an amendment to other material

information contained in a previously filed Form 10-K, and (D) a Commission Document under the Exchange Act (other than those referred

to in clauses (ii)(A) and (ii)(B) of this Section 5.15), which contains amended material financial information (or a restatement of material

financial information) or an amendment to other material information contained or incorporated by reference in the Registration Statement,

or the Prospectus or any Prospectus Supplement contained in the Registration Statement (it being hereby acknowledged and agreed that the

filing by the Company with the Commission of a quarterly report on Form 10-Q that includes only updated financial information as of the

end of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or “restatement”

for purposes of clause (ii) of this Section 5.15), in each case of this clause (ii) if the Company is not also then required under the

Securities Act to file a post-effective amendment to the Registration Statement or a post-effective amendment to any New Registration

Statement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities by the

Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and in any case of this clause (ii),

not more than once per calendar quarter, the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, and

(II) cause to be furnished to the Investor an opinion “bring down” from outside counsel to the Company substantially in the

form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such

Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus

Supplement, as applicable (each such opinion, a “Bring Down Opinion”).

Section 5.16.

DTC Chill. If the Common stock is chilled for deposit at DTC, becomes chilled, or receives

a Stop Sign or other trading restrictions at any point while this Agreement remains outstanding, an additional 10% discount will be attributed

to the price per Share at which each Fixed Purchase and VWAP Purchase is made and the Investor shall be entitled to deduct from such payment

for the Shares an amount equal to $1,500 for each Fixed Purchase and VWAP Purchase to cover costs associated with the deposit of chilled

or otherwise trade restricted stocks for each issuance.

Article

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES

Section 6.1.

Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of

the conditions set forth in this Section 6.1 on the Closing Date.

(i)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor

contained in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects

as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct as of such other date.

(ii)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company

contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be

true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another

date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and

(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the

Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and

warranties shall be true and correct as of such other date.

(iii)

Reserved.

(iv)

Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement

executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of

this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the

Company, dated as of the Closing Date, in the form of Exhibit B hereto.

Section 6.2.

Conditions Precedent to Commencement. The right of the Company to commence delivering

Fixed Purchase Notices and VWAP Purchase Notices under this Agreement, and the obligation of the Investor to accept Fixed Purchase Notices

and VWAP Purchase Notices delivered to the Investor by the Company under this Agreement, are subject to the initial satisfaction, at the

time of Commencement, of each of the conditions set forth in this Section 6.2.

(i)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained

in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been

true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement

Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of

another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other

date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and

correct when made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date,

except to the extent such representations and warranties are as of another date, in which case, such representations and warranties

shall be true and correct as of such other date.

(ii)

Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with

all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or

complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance

certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

(iii) No Material

Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or

any other federal or state governmental authority for any additional information relating to the Prospectus Supplement, or the

Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Prospectus

Supplement, the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other

federal or state governmental authority of any stop order suspending the effectiveness of the Prospectus Supplement or prohibiting

or suspending the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of

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

contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or

state of facts, which makes any statement of a material fact made in the Prospectus Supplement, the Prospectus contained therein or

any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in

the Prospectus Supplement, the Prospectus contained therein or any Prospectus Supplement thereto in order to state a material fact

required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of

the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which

requires an amendment to the Prospectus Supplement or a supplement to the Prospectus contained therein or any Prospectus Supplement

thereto to comply with the Securities Act or any other law. The Company shall not have any Knowledge of any event that would

reasonably be expected to have the effect of causing the suspension of the effectiveness of the Prospectus Supplement or the

prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement thereto in connection with the

resale of the Registrable Securities by the Investor.

(iv)

Other Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section

1.3. The final Prospectus included in any post-effective amendment to the Prospectus Supplement, and any Prospectus Supplement thereto,

required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement

Date and prior to the applicable Fixed Purchase Date and the applicable VWAP Purchase Date (as applicable), shall have been filed with

the Commission in accordance with Section 1.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration

Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with

the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable Fixed

Purchase Date and the applicable VWAP Purchase Date (as applicable), shall have been filed with the Commission in accordance with Section

1.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required

to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material

required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable

Fixed Purchase Date and the applicable VWAP Purchase Date (as applicable), shall have been filed with the Commission and, if any Registrable

Securities are covered by a Registration Statement on Form S-3, such filings shall have been made within the applicable time period prescribed

for such filing under the Exchange Act.

(v)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been

suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the

Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to

such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or

restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the

Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company

in writing that DTC has determined not to impose any such suspension or restriction).

(vi)

Compliance with Laws. The Company shall have complied in all material respects with all applicable federal, state

and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement

and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including,

without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue

Sky” laws for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of the Registrable Securities

by the Investor (or shall have the availability of exemptions therefrom).

(vii) No

Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of, or

which would materially modify or delay any of the transactions contemplated by, the Transaction Documents.

(viii)

No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority

shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company

or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change

the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(ix)

Listing of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have

been approved for listing or quotation on the Trading Market as of the Commencement Date, subject only to notice of issuance.

(x)

No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect

shall have occurred and be continuing.

(xi)

No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within

the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced

a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment

of a Custodian of the Company for all or substantially all of the Company’s property, or (d) made a general assignment for the benefit

of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for

relief against the Company in an involuntary case, (II) appoints a Custodian of the Company for all or substantially all of the Company’s

property, or (III) orders the liquidation of the Company or of the Subsidiaries.

(xii)

Reserved.

(xiii)

Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable

Transfer Agent Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Transfer Agent,

and the Notice of Effectiveness relating to the Registration Statement shall have been executed by the Company’s outside counsel

and delivered to the Transfer Agent.

(xiv)

Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued

Common Stock, ____________ shares of Common Stock solely for the purpose of effecting Fixed Purchases and VWAP Purchases under this Agreement.

(xv)

Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the opinion and negative

assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor

prior to the date of this Agreement.

Section 6.3.

Conditions Precedent to Purchases by Investor. The right of the Company to deliver Fixed

Purchase Notices and VWAP Purchase Notices under this Agreement after the Commencement Date, and the obligation of the Investor to accept

Fixed Purchase Notices and VWAP Purchase Notices under this Agreement after the Commencement Date, are subject to the satisfaction of

each of the conditions set forth in this Section 6.3: (i) with respect to each Fixed Purchase after the Commencement Date, at the time

of delivery of the applicable Fixed Purchase Notice to the Investor on the applicable Fixed Purchase Date for such Fixed Purchase, and

(ii) with respect to each VWAP Purchase after the Commencement Date, (A) at the time of delivery of the applicable VWAP Purchase Notice

to the Investor and (B) immediately prior to the applicable VWAP Purchase Commencement Time on the applicable VWAP Purchase Date for such

VWAP Purchase (each such time referred to in clauses (i) and (ii) hereof, a “Notice Delivery Time”).

(i) Satisfaction of

Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through (xv) set forth in

Section 6.2 shall be satisfied at the applicable Notice Delivery Time after the Commencement Date (with the terms

“Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section

6.2 replaced with “applicable Notice Delivery Time”); provided, however, that the Company shall not be

required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 5.1 and Section

6.2(ii).

(ii)

Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor

of the Registrable Securities, included therein, and any post-effective amendment thereto, required to be filed by the Company with the

Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable Fixed Purchase Date and

the applicable VWAP Purchase Date (as applicable), in each case shall have been declared effective under the Securities Act by the Commission

and shall remain effective for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein,

and any Prospectus Supplement thereto, to resell (a) all of the then-issued Conversion Shares (if any) included in such New Registration

Statement, and any post-effective amendment thereto, (b) all of the Shares included in such New Registration Statement, and any post-effective

amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all Fixed Purchase Notices and all VWAP Purchase

Notices (as applicable) delivered by the Company to the Investor prior to such applicable Fixed Purchase Date, such applicable VWAP Purchase

Date, respectively, and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that

are issuable pursuant to the applicable Fixed Purchase Notice and the applicable VWAP Purchase Notice (as applicable) delivered by the

Company to the Investor with respect to a Fixed Purchase and a VWAP Purchase, respectively, to be effected hereunder on such applicable

Fixed Purchase Date and such applicable VWAP Purchase Date, respectively.

(iii)

Delivery of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective

amendment to the Registration Statement or any post-effective amendment to any Registration Statement, in each case declared effective

by the Commission after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable

instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and

acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer to such

Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities

included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.

(iv) No Material

Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or

any other federal or state governmental authority for any additional information relating to the Registration Statement or any

post-effective amendment thereto, or any New Registration Statement or any post-effective amendment thereto, or the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or

state governmental authority of any stop order suspending the effectiveness of any Registration Statement or any post-effective

amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus

Supplement thereto, or of the suspension of qualification or exemption from qualification of the Securities for offering or sale in

any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any

event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Registration

Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement

thereto untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement

or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in

order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then

made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made)

not misleading, or which requires an amendment or any post-effective amendment thereto, any New Registration Statement or any

post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply

with the Securities Act or any other law (other than the transactions contemplated by the applicable Fixed Purchase Notice and the

applicable VWAP Purchase Notice (as applicable) delivered by the Company to the Investor with respect to a Fixed Purchase and a VWAP

Purchase, respectively, to be effected hereunder on such applicable Fixed Purchase Date and such applicable VWAP Purchase Date,

respectively, and the settlement thereof). The Company shall not have any Knowledge of any event that would reasonably be expected

to have the effect of causing the suspension of the effectiveness of the Registration Statement or any post- effective amendment

thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus

Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

(v)

Other Commission Filings. The final Prospectus included in any post-effective amendment to any Prospectus required

to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement Date

and prior to the applicable Fixed Purchase Date and the applicable VWAP Purchase Date (as applicable), shall have been filed with the

Commission in accordance with Section 1.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration