Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-034517

Filed: 2026-07-24

Period: 2026-07-23

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001668010

2026-07-23

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 23, 2026

DIGITAL

BRANDS GROUP, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40400

46-1942864

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

350

Texas Ave, Suite 250, Round Rock, TX

78664

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code (212) 524-6860

_______________________________________________

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

DBGI

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01. Entry into a Material Definitive Agreement.

Securities

Purchase Agreement

July 23, 2026, Digital Brands Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with the purchaser identified on the signature page thereto (the “Purchaser”), pursuant to which, subject

to the terms and conditions set forth therein, the Company agreed to issue and sell to the Purchaser a unsecured convertible promissory

note in the aggregate principal amount of $3,529,412 (the “Note”), representing an aggregate subscription amount of $3,000,000

divided by 0.85.

The

Purchase Agreement provides that the Company will use the proceeds from the sale of the Note to fund its general working capital and

to repay certain liabilities as set forth therein. At the closing, the Company and the Purchaser are required to deliver the transaction

documents and other closing deliverables specified in the Purchase Agreement, including delivery of the Note, the equity purchase agreement,

dated as of July 23, 2026, between the Company and the Purchaser (the “ELOC”) and the other applicable transaction documents.

The Company also entered into

a Placement Agent Agreement with Aegis Capital Corp., (“Aegis”), pursuant to which the Company engaged Aegis to act as its

sole placement agent in connection with the Offering on a best-efforts basis. The Company paid Aegis a commission equal to (a) 3.0% of

the $3,000,000 aggregate Subscription Amount, earned at the closing of the Note and paid directly from escrow at the closing, and (b)

3.0% of the gross purchase price paid to the Company for each sale of Put Shares under the ELOC. In addition, the Company reimbursed

Aegis for certain out-of-pocket expenses, including reasonable legal fees.

The

foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible

Promissory Note

Pursuant

to the Purchase Agreement, the Company issued the Note to the Purchaser, or its registered

assigns, in the principal amount of $3,529,412. The Note matures on January 23, 2027, and provides for scheduled repayments of $1,000,000

on or before each of October 23, 2026, November 23, 2026 and December 23, 2026, and $529,412 on or before January 23, 2027.

The

Note provides that, if any amount payable by the Company under any transaction document is not paid when due, such amount will bear interest

at a rate of 20% per annum, to the fullest extent permitted by applicable law. Upon the occurrence of an event of default, the Company

is obligated to pay the mandatory default amount, equal to 120% of the outstanding principal amount, accrued interest and all other amounts

owing in respect of the Note.

The

Note is convertible, in whole or in part, at any time during the occurrence of an event of default, into shares of the Company’s

common stock at a conversion price equal to the greater of (i) 90% of the lowest closing price on any trading day during the five trading

days prior to the applicable conversion date and (ii) the floor price, as adjusted in accordance with the Note. The Note is subject to

beneficial ownership limitations and to a Nasdaq 19.99% cap until the Company obtains stockholder approval for issuances above that cap.

The

foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as

Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ELOC

July 23, 2026, the Company, entered into the “ELOC” with Purchaser, pursuant to which the Company has the right, but not

the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to $100,000,000 of shares of the Company’s

common stock (the “Put Shares”), from time to time during the commitment period commencing on the Execution Date and ending

on the earlier of the date the Purchaser has purchased Put Shares equal to the full commitment amount, July 23, 2029, or certain termination

events specified in the ELOC. Sales of Put Shares will occur through “regular puts” and “intraday puts,” with

the purchase price for each equal to 95% of the applicable lowest daily VWAP or lowest traded price during the relevant valuation period,

subject to specified volume limitations and a 19.99% exchange cap (absent stockholder approval or Purchaser waiver). The Purchaser’s

beneficial ownership resulting from any purchase is limited to 4.99% of the Company’s outstanding common stock (adjustable up to

9.99% upon notice). In consideration for entering into the ELOC, the Company paid the Purchaser a commitment fee equal to 1.0% of the

$100,000,000 facility size, payable in shares of common stock (or, at the Purchaser’s election, pre-funded warrants). The Company

has agreed to file a registration statement on Form S-1 registering the resale of the Put Shares and Commitment Shares pursuant to the

Registration Rights Agreement (as defined below), and net proceeds from any sales under the ELOC are intended for general working capital

purposes. The ELOC is governed by Wyoming law, disputes are subject to mandatory arbitration, and it contains customary representations,

warranties, covenants, and indemnification provisions between the parties.

The

foregoing description of the ELOC is qualified in its entirety by reference to the full text of the ELOC, a copy of which is filed as

Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference

Registration

Rights Agreement

July 23, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Purchaser

pursuant to the Purchase Agreement. The Registration Rights Agreement requires the Company to prepare and file a registration statement

covering the resale of the registrable securities, including 200% of all note shares then issued or issuable upon conversion of the Note,

all common stock issued and issuable to the holders pursuant to the ELOC and securities issued or issuable upon stock splits, dividends

or similar events with respect to the foregoing.

The

Registration Rights Agreement provides that the initial registration statement is to be filed, or initially confidentially submitted

to the Commission, within 15 calendar days after the closing date, and that the Company will use its best efforts to cause a registration

statement to be declared effective as promptly as possible, but in no event later than 75 days after the closing date, subject to the

terms of the Registration Rights Agreement. The Company is required to use its best efforts to keep the registration statement continuously

effective until the end of the effectiveness period described therein.

The

Registration Rights Agreement provides for liquidated damages if certain registration events occur, including if the initial registration

statement is not filed or confidentially submitted by the filing date, if a registration statement is not declared effective by the required

date, if holders are unable to use the prospectus to resell registrable securities or if the Company fails to satisfy certain current

public information or Rule 172 conditions.

The

foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration

Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated July 23, 2026, by and among Digital Brands Group, Inc. and the purchasers signatory thereto.

10.2

Convertible Promissory Note, dated July 23, 2026, issued by Digital Brands Group, Inc. to the Purchaser.

10.3

Equity Purchase Agreement, dated July 23, 2026, by and between Digital Brands Group, Inc. and the purchaser signatory thereto.

10.4

Registration Rights Agreement, dated July 23, 2026, by and between Digital Brands Group, Inc. and Purchaser.

104

Cover Page Interactive

Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

DIGITAL

BRANDS GROUP, INC.

Date: July 24, 2026

By:

/s/

John Hilburn Davis IV

President and Chief Executive

Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2026, between Digital Brands Group,

Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including

their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each

Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully

described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

1. Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1:

1.1.

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

1.2.

“Action” shall have the meaning ascribed to such term in Section 3.2.4.

1.3.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is

controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.4.

“Agreement” shall have the meaning ascribed to such term in the preamble.

1.5.

“ATM Offering” shall mean an at-the-market offering pursuant to a sales agreement.

1.6.

“BHCA” shall have the meaning ascribed to such term in Section 3.2.36.

1.7.

“Board of Directors” means the board of directors of the Company.

1.8.

“Business Day” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal

legal holiday in the United States or any Calendar Day on which the commercial banks in the City of New York are required by law or other

governmental action to close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed

due to a “stay at home,” “shelter in place,” “non-essential employee” or similar orders or restrictions

or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer

systems (including for wire transfers) of commercial banks in the City of New York generally are open for use by customers on such Calendar

Day.

1.9.

“Buy-In Price” shall have the meaning ascribed to such term in Section 4.1.4.

1.10.

“Calendar Day” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and

Saturday).

1.11.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

1.12.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered

by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount

and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.

1.13.

“Code” means the Internal Revenue Code of 1986, as amended.

1.14.

“Commission” means the United States Securities and Exchange Commission.

1.15.

“Common Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities

into which such securities may hereafter be reclassified or changed.

1.16.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the

holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred shares, right, option, warrant

or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof

to receive, Common Stock.

1.17.

“Company” shall have the meaning ascribed to such term in the preamble.

1.18.

“Company Counsel” means Lucosky Brookman LLP.

1.19.

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

1.20.

“Disclosure Time” means, (i) if this Agreement is signed on a Calendar Day that is not a Trading Day or after

9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading

Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this

Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m.

(New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

1.21.

“Disqualification Event” shall have the meaning ascribed to such term in Section 3.2.38.

1.22.

“ELOC” means the Equity Purchase Agreement, dated as of the date hereof, by and between the Company and the

Purchaser, in the form attached hereto as Exhibit 1.22, as the same may be amended, supplemented or otherwise modified from time to time

in accordance with its terms.

1.23.

“Escrow Agent” means Lucosky Brookman LLP.

1.24.

“Escrow Agreement” means the escrow agreement to be entered into on or prior to the Closing Date, by and among

the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow

Agent to be applied to the transactions contemplated hereunder as set forth in Section 2.2.

1.25.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

1.26.

“Exempt Issuance” means (i) any conventional bank loans that are not convertible into, or exercisable or exchangeable

for, Common Stock or Common Stock Equivalents and do not involve any issuance of any Common Stock or Common Stock Equivalents or other

security of the Company in connection therewith; (ii) Common Stock or options issued to employees, officers or directors of the Company

pursuant to the Company’s equity incentive plans or pursuant to the compensation agreements previously authorized by the Board

of Directors; (iii) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder; (iv) any issuance

of Common Stock pursuant to the ELOC; (v) any issuance of Common Stock pursuant to an ATM Offering; (vi) securities issued pursuant to

acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise)

approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith so long as the Note remains outstanding, and provided that any such issuance shall only be to a Person (or to the equity holders

of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not

include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary

business is investing in securities; and (vii) any Permitted Aegis Financing.

1.27.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

1.28.

“Federal Reserve” shall have the meaning ascribed to such term in Section 3.2.36.

1.29.

“GAAP” shall have the meaning ascribed to such term in Section 3.2.2.

1.30.

“Indebtedness” shall have the meaning ascribed to such term in Section 3.2.22.

1.31.

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.2.10.

1.32.

“Irrevocable Consents” means one or more irrevocable written consents, voting agreements and/or irrevocable

proxies, in the form attached hereto as Exhibit 1.32, executed and delivered by the Company’s officers and directors holding voting

securities of the Company, to approve and adopt the Stockholder Approval under the Nevada Revised Statutes and the Company’s articles

of incorporation and bylaws, whereby each such holder irrevocably agrees to vote, and to execute and deliver a written consent with respect

to, all voting securities of the Company held by such holder in favor of each corporate action contemplated by the definition of Stockholder

Approval, whether by written consent, at a meeting of stockholders or otherwise.

1.33.

“Issuer Covered Person” shall have the meaning ascribed to such term in Section 3.2.38.

1.34.

“IT Systems and Data” shall have the meaning ascribed to such term in Section 3.2.41.

1.35.

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1.3.

1.36.

“Liens” means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

1.37.

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1.2.

1.38.

“Material Permits” shall have the meaning ascribed to such term in Section 3.2.8.

1.39.

“Money Laundering Laws” shall have the meaning ascribed to such term in Section 3.2.37.

1.40.

“Note” means the unsecured convertible promissory note, issued by the Company to the Purchasers hereunder,

in the form attached hereto as Exhibit 1.40.

1.41.

“Note Shares” means all Common Stock issuable upon conversion of the Note in an Event of Default (as defined

in the Note).

1.42.

“OFAC” shall have the meaning ascribed to such term in Section 3.2.34.

1.43.

“Permitted Aegis Financing” means (i) sales under the Company’s existing at-the-market offering agreement

with Aegis Capital Corp., including any amendment, renewal or replacement thereof, which existing agreement may be utilized by the Company

at any time; provided that the Company shall not file any new or replacement registration statement in respect of an at-the-market offering

(including upon exhaustion of the shares registered under the existing at-the-market offering agreement) until the Resale Registration

Statement covering the shares of Common Stock issuable under the ELOC has been declared effective by the Commission; and (ii) any bona

fide underwritten, overnight, intraday, confidentially marketed, registered direct, or best-efforts financing from the Company’s

existing shelf registration statement for which Aegis Capital Corp. acts as placement agent, sales agent, underwriter or financial advisor,

which financing may include warrants so long as such warrants do not contain any price-reset or other variable-pricing feature, provided

that the Company applies the applicable portion of net proceeds to the Note in accordance with Sections 3.9 or 3.10 of the Note; provided,

further, that no transaction shall constitute a Permitted Aegis Financing to the extent it constitutes a Variable Rate Transaction.

1.44.

“Permitted Indebtedness” means (a) the indebtedness evidenced by the Notes, and (b) the indebtedness existing on the

date hereof set forth on Schedule 3.2.22 hereto; (c) indebtedness under agreements or arrangements with respect to refinancing the indebtedness

existing on the date hereof, provided that the terms of any such refinancing are more favorable to the Company and are no more favorable

to the holders of such Indebtedness than the terms of the Debentures and such refinanced amount does not exceed the amount of such indebtedness

as of the Original Issue Date; (d) purchase money Indebtedness incurred to finance the acquisition of property for use in Company’s

and its Subsidiaries’ business and capital lease obligations incurred by Company and its Subsidiaries, each in the ordinary course

of business; (e) Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred

in the ordinary course of business, and (f) Indebtedness in relation to the Company’s obligations in respect of its college contracts.

1.45.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,

joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any

kind.

1.46.

“Placement Agent” means the placement agent, Aegis Capital Corp.

1.47.

“Placement Agent Agreement” means the placement agent agreement, dated on or about the date hereof, between

the Company and the Placement Agent relating to the purchase and sale of the Securities under this Agreement and the purchase and sale

of Securities to other accredited investors pursuant to the terms of such Placement Agent Agreement.

1.48.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal

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

1.49.

“Public Information Failure” shall have the meaning ascribed to such term in Section 4.2.2.

1.50.

“Purchaser” shall have the meaning ascribed to such term in the preamble.

1.51.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.8.

1.52.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and

among the Company and the Purchaser Parties, in the form of Exhibit 1.51 attached hereto.

1.53.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1.5.

1.54.

“Required Minimum” shall have the meaning ascribed to such term in Section 4.20.

1.55.

“Resale Effective Date” means the earliest of the date that (a) one or more Resale Registration Statements

registering for resale all Note Shares and the shares of Common Stock issuable under the ELOC have been declared effective by the Commission,

(b) all of the Note Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company

to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c)

following the one year anniversary of the Closing Date provided that the applicable holder of Note Shares is not an Affiliate of the

Company, or (d) all of the Note Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities

Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion

that resales may then be made by such holders of the Note Shares pursuant to such exemption which opinion shall be in form and substance

reasonably acceptable to such holders.

1.56.

“Resale Registration Statement” means a registration statement meeting the requirements set forth in the Registration

Rights Agreement and covering the resale by the Purchasers of the Securities and the shares of Common Stock issuable under the ELOC.

1.57.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially

the same purpose and effect as such Rule.

1.58.

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

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially

the same purpose and effect as such Rule.

1.59.

“SEC Reports” shall have the meaning ascribed to such term in Section 3.2.2.

1.60.

“Securities” means the Note and the Note Shares purchased pursuant to this Agreement.

1.61.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.62.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange

Act (but shall not be deemed to include locating and/or borrowing Common Stock).

1.63.

“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of The

Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Company with respect to the issuance of shares of Common

Stock upon conversion of the Note and pursuant to the other Transaction Documents (including the ELOC) in an amount equal to or in excess

of 19.99% of the Common Stock outstanding as of the date hereof (including for purposes of Nasdaq Listing Rule 5635(d)).

1.64.

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Securities purchased

hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription

Amount,” in United States dollars and in immediately available funds.

1.65.

“Subsidiary” means any subsidiary of the Company as set forth in Schedule 3.1.1 and shall, where applicable,

also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

1.66.

“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating

to the Common Stock, any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal

trading market for the Common Stock, then the principal securities exchange or securities market on which the Common Stock is then traded,

provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or

market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange

or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during

the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y)

with respect to all determinations other than price determinations relating to the Common Stock, any day on which The Nasdaq Stock Market

LLC (or any successor thereto) is open for trading of securities.

1.67.

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

for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American,

the New York Stock Exchange, the OTCQB, the OTCQX, the Pink Open Market (or any successors to any of the foregoing).

1.68.

“Transaction Documents” means this Agreement, the Note, the Registration Rights Agreement, the Escrow Agreement,

the Irrevocable Consent, the ELOC, the Transfer Agent Instruction Letter, and all exhibits and schedules thereto and hereto and any other

documents or agreements executed in connection with the transactions contemplated hereunder.

1.69.

“Transfer Agent” means ClearTrust LLC., the current transfer agent of the Company, with a mailing address of

2420 Brunello Trace, Lutz, Florida 33558, and any successor transfer agent of the Company.

1.70.

“Transfer Agent Instruction Letter” means the letter from the Company to the Transfer Agent in the form attached

hereto as Exhibit 1.70, which instructs the Transfer Agent to issue reserve and/or issue the securities pursuant to the Transaction Documents.

1.71.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any Common Stock or

Common Stock Equivalents either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or

varies with, the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the Common Stock, other than in connection with customary anti-dilution adjustments resulting from future

share splits, share dividends or similar transactions, or (ii) issues or sells any amortizing convertible security that amortizes prior

to its maturity date, whereby it is required to or has the option to (or the investor in such security has the option to require the

Company to) make such amortization payments in Common Stock (whether or not such payments in share are subject to certain equity conditions),

(iii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or “at-the-market”

offering, whereby it may sell securities at a future determined price, regardless of whether Shares pursuant to such agreement have actually

been issued and regardless of whether such agreement is subsequently canceled, or (iv) issues or sells any equity or debt securities,

including without limitation, Common Stock or Common Stock Equivalents, that are subject to or contain any put, call, redemption, buy-back,

price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right,

other than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities

of the Company or the payment of cash by the Company; provided that neither any issuance of Common Stock under the (i) ELOC, (ii) ATM

Offering, nor (iii) the conversion of the Note, will be deemed a Variable Rate Transaction.

1.72.

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

the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date

(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P.

(based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading

Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,

(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported

on the OTC Pink (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per

share of Common Stock so reported, or (d) in all other cases, the fair market value of the Common Stock as determined by an independent

appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable

to the Company, the fees and expenses of which shall be paid by the Company.

2. Purchase

and Sale.

2.1.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with

the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not

jointly, agree to purchase, the following Securities: the Note in the aggregate principal amount of $3,529,412 (representing an aggregate

Subscription Amount of $3,000,000 divided by 0.85). At the Closing, the Company shall deliver to each Purchaser a Note in the principal

amount equal to such Purchaser’s Subscription Amount divided by 0.85, and the Company and each Purchaser shall deliver the other

items set forth in Sections 2.3.1 and 2.3.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in

Sections 2.4.1 and 2.4.2, the Closing shall occur at the offices of counsel to the Placement Agent or such other location (or remotely

by electronic means) as the parties shall mutually agree.

2.2.

Funding of Subscription Amount. Each Purchaser shall pay its entire Subscription Amount to the Escrow Agent on the Closing

Date by wire transfer of immediately available funds, in accordance with the terms of the Escrow Agreement. The full Subscription Amount

shall be released from escrow to the Company at the Closing against delivery of the Securities, in accordance with the terms of the Escrow

Agreement and upon delivery of joint written instructions to the Escrow Agent by the Placement Agent. For the avoidance of doubt, the

entire Subscription Amount shall be funded in a single payment at the Closing.

2.3.

Deliveries.

2.3.1.

The Company shall deliver or cause to be delivered to each Purchaser or the Placement Agent, as appropriate, the following at the times

stated:

2.3.1.1

on the date hereof:

2.3.1.1.1.

this Agreement duly executed by the Company.

2.3.1.1.2.

the Placement Agent Agreement, duly executed by the Company.

2.3.1.1.3.

a certificate executed by the Chief Financial Officer of the Company in customary form reasonably satisfactory to the Placement Agent

and its counsel.

2.3.1.1.4.

the Irrevocable Consents.

2.3.1.1.5.

the Registration Rights Agreement duly executed by the Company.

2.3.1.2

on or prior to the Closing Date:

2.3.1.2.1.

the Escrow Agent’s wire instructions.

2.3.1.2.2.

a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

2.3.1.2.3.

the Escrow Agreement.

2.3.1.2.4.

the ELOC, duly executed by the Company.

2.3.1.2.5.

issuance to the Purchaser of the Commitment Shares (as defined in the ELOC) due upon execution.

2.3.1.2.6.

a Note with a principal amount equal to such Purchaser’s Subscription Amount divided by 0.85, registered in the name of such Purchaser.

2.3.1.2.7.

the Transfer Agent Instruction Letter duly executed by the Company and Transfer Agent.

2.3.2.

Each Purchaser, and the Placement Agent, as applicable, shall deliver or cause to be delivered to the Company or the Escrow Agent, as

applicable, the following at the times stated:

2.3.2.1

on the date hereof:

2.3.2.1.1.

this Agreement duly executed by such Purchaser.

2.3.2.1.2.

the Registration Rights Agreement duly executed by such Purchaser.

2.3.2.2

on or prior to the Closing Date:

2.3.2.2.1.

such Purchaser’s Subscription Amount by wire transfer to the escrow account specified in writing by the Company or its designee.

2.3.2.2.2.

the Escrow Agreement, duly executed by the Placement Agent.

2.3.2.2.3.

joint written instructions to the Escrow Agent, duly executed by the Placement Agent.

2.3.2.2.4.

the Placement Agent Agreement, duly executed by the Placement Agent.

2.3.2.2.5.

the ELOC, duly executed by the Purchaser.

2.4.

Closing Conditions.

2.4.1.

The respective obligations of the Company hereunder in connection with the Closing are subject to each of the following conditions being

satisfied (or waived in writing by the Company) as of the Closing Date. If any such condition is not satisfied (or so waived) as of the

Closing Date, the Company shall have no obligation to issue and sell the Securities, without any liability to the Company:

2.4.1.1

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless

as of a specific date therein in which case they shall be accurate as of such date).

2.4.1.2

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been

performed.

2.4.1.3

the delivery by each Purchaser of the items set forth in Section 2.3.2 of this Agreement.

2.4.1.4

Within seven (7) Business Days of the Closing Date, the Company shall cause to delivered to each Purchaser an opinion of counsel admitted

to practice in Wyoming, opining as to the enforceability of those Transaction Documents governed by the law of the State of Wyoming.

2.4.2.

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to each of the following conditions

being satisfied (or waived in writing by the Purchasers) as of the Closing Date. If any such condition is not satisfied (or so waived)

as of the Closing Date, the Purchasers shall have no obligation to purchase the Securities, without any liability to the Purchasers:

2.4.2.1

the accuracy in all respects when made and on the Closing Date of the representations and warranties of the Company contained herein

(unless as of a specific date therein in which case they shall be accurate as of such date).

2.4.2.2

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed.

2.4.2.3

the delivery by the Company of the items set forth in Section 2.3.1 of this Agreement.

2.4.2.4

there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

2.4.2.5

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

2.4.2.6

the Company shall have filed with the Commission an information statement (or, if applicable, a proxy statement) covering Stockholder

Approval matters, or shall have otherwise initiated the process to obtain Stockholder Approval in accordance with Section 4.10.

3. Representations

and Warranties.

3.1.

Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to

each Purchaser:

3.1.1.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1.1. The Company owns,

directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of

the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free

of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to

the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

3.1.2.

Organization and Qualification. Each of the Company and its operating 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 of incorporation, bylaws or other

organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing

as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes

such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or

reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,

(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the

Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material

respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse

Effect”; provided, however, that “Material Adverse Effect” shall not include any event, occurrence,

fact, condition or change, directly or indirectly, arising out of or attributable to: (i) the announcement, pendency or completion of

the transactions contemplated by the Transaction Documents or (ii) any action required or permitted by the Transaction Documents or any

action taken (or omitted to be taken) with the written consent of or at the written request of Purchaser. As to all Company and Subsidiary

power, authority and qualification, 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.

3.1.3.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate

the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations

hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and

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

of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection

herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which

it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms

hereof and thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance

with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

3.1.4.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents

to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and

thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate of

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

3.1.5.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,

give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority

or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)

the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Resale Registration Statement

pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance

and sale of the Securities and the listing of the Note Shares for trading thereon in the time and manner required thereby, (iv) the filing

of Form D with the Commission, (v) Stockholder Approval, and such other filings as are required to be made under applicable state securities

laws (the “Required Approvals”).

3.2.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be duly and validly issued, fully paid and nonassessable (which means that no further sums are required to

be paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictions

on transfer provided for in the Transaction Documents and applicable law. The Note Shares, when issued in accordance with the terms of

the Transaction Documents, will be validly issued, fully paid and nonassessable (which means that no further sums are required to be

paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictions

on transfer provided for in the Transaction Documents and applicable law. As of the date hereof, the Company has reserved and the Company

shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Stock for the purpose

of enabling the Company to issue the maximum number of Note Shares pursuant to any conversion of the Note (as adjusted for forward and

reverse share splits, recapitalizations, share dividends and the like after the date hereof).

3.2.1.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.2.1, which Schedule

3.2.1 shall also include the number of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.

Schedule 3.2.1 shall set forth all Common Stock and Common Stock Equivalents of the Company that are issued and outstanding or issuable

(including all Common Stock issued or reserved for, or subject to, issuance upon the conversion, exercise, exchange or settlement of

any outstanding Common Stock Equivalents or other rights), and shall be certified as true, correct and complete by the Chief Executive

Officer or Chief Financial Officer of the Company. Other than as stated in Schedule 3.2.1, the Company has not issued any capital stock

since _________, other than pursuant to the exercise of employee share options under the Company’s share option plans, the issuance

of Common Stock to employees pursuant to the Company’s employee share purchase plans and pursuant to the conversion and/or exercise

of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has

any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated

by the Transaction Documents. Except as set forth in Schedule 3.2.1, or pursuant to this Agreement, there are no outstanding options,

warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations

convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Stock or

the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to issue additional Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance

and sale of the Securities will not obligate the Company or any Subsidiary to issue Common Stock or other securities to any Person (other

than the Purchasers). Except as set forth in Schedule 3.2.1, there are no outstanding securities or instruments of the Company or any

Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance

of securities by the Company or any Subsidiary. Except as set forth in Schedule 3.2.1, there are no outstanding securities or instruments

of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings

or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.

The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have

been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of

any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,

the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders’ agreements,

voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to

the knowledge of the Company, between or among any of the Company’s stockholders.

3.2.2.

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents

required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,

for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred

to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing

and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,

when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has

never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect

thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted

accounting principles (“GAAP”), except as may be otherwise specified in such financial statements or the notes

thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and

for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments.

3.2.3.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included

within the SEC Reports, except as set forth on Schedule 3.2.3, (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company share option plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence

or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or

their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed

by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed

at least one (1) Trading Day prior to the date that this representation is made.

3.2.4.

Litigation. Except as set forth in Schedule 3.2.4, there is no action, suit, inquiry, notice of violation, proceeding or

investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their

respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,

county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.2.4, (i)

adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) would, if there

were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary,

nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal

or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not

pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the

Company, except in the ordinary course of business that would not have a Material Adverse Effect. The Commission has not issued any stop

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

Act or the Securities Act.

3.2.5.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

3.2.6.

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred

that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under),

nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court, arbitrator

or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be

expected to result in a Material Adverse Effect.

3.2.7.

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws

relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface

or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,

or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise

relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,

as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters,

orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);

(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective

businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),

(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.2.8.

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the

appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in

the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect

(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating

to the revocation or modification of any Material Permit.

3.2.9.

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable

rights to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the

Subsidiaries, in each case free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property

and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii)

Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP, and the

payment of which is neither delinquent nor subject to penalties. Neither the Company nor any of its Subsidiaries has received any written

notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of

the leases or subleases or licenses or with respect to the properties mentioned above, or affecting or questioning the rights of the

Company or any Subsidiary to the continued possession or use of the leased or subleased or licensed premises or the properties mentioned

above, other than such claims which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.2.10.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,

trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual

property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC

Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).

None of, and neither the Company nor any Subsidiary has received notice (written or otherwise) that any of, the Intellectual Property

Rights has expired, terminated or been abandoned. Neither the Company nor any Subsidiary has received, since the date of the latest financial

statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property

Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse

Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement

by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures

to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually

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

3.2.11.

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged,

including, but not limited to, directors and officers insurance coverage in amount deemed prudent by the Company. Neither the Company

nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase

in cost.

3.2.12.

Transactions with Affiliates and Employees. Except as set forth on Schedule 3.2.12, during the past three fiscal years

and the subsequent interim period through the date of this Agreement, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction

with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement

or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,

providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or

such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other

employee benefits, including share option agreements under any share option plan of the Company.

3.2.13.

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and

all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are in effect as of the date hereof, and any and all

applicable rules and regulations promulgated by the Commission thereunder that are in effect as of the date hereof. Except as set forth

on Schedule 3.2.13, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable

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

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

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

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

any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information

required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have

evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of September 30, 2025. Since

September 30, 2025, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange

Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control

over financial reporting of the Company and its Subsidiaries.

3.2.14.

Certain Fees. Except for the fees and expenses of the Placement Agent, no brokerage or finder’s fees or commissions

are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person, unless explicitly stated elsewhere in the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this

Section 3.2.14 that may be due in connection with the transactions contemplated by the Transaction Documents.

3.2.15.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.3,

no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated

hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

3.2.16.

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,

will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.2.17.

Registration Rights. Except as disclosed on Schedule 3.2.17 and other than to each of the Purchasers pursuant to the Registration

Rights Agreement, no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act

of any securities of the Company or any Subsidiary.

3.2.18.

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange

Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. The Company has not, since its initial public offering, received notice from any Trading Market on which the Common

Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements

of such Trading Market. The Company is in compliance with all such listing and maintenance requirements. The Common Stock is currently

eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is

current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such

electronic transfer.

3.2.19.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in

order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights

agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)

or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the

Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result

of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

3.2.20.

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their

agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company

understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the

Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of

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

under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date

of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made

and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties

with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.3 hereof.

3.2.21.

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section

3.3, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any

offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the

Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration

of any such securities under the Securities Act, or (ii) any applicable stockholder approval provisions of any Trading Market on which

any of the securities of the Company are listed or designated.

3.2.22.

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the

receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s

assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities

(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital

to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular

capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability

thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all

of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of

its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such

debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has

no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy

or reorganization laws of any jurisdiction within one year after the Closing Date. Schedule 3.2.22 sets forth as of the date hereof 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” means (x) any liabilities for borrowed money or amounts

owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements

and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due

under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to

any Indebtedness.

3.2.23.

Tax Status. Except as disclosed in Schedule 3.2.23, the Company and its Subsidiaries each (i) has made or filed all material

United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by

any jurisdiction to which it is subject, (ii) has paid all material taxes and other governmental assessments and charges that are material

in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably

adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.

There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the

Company or of any Subsidiary know of no basis for any such claim.

3.2.24.

No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of

the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the

Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

3.2.25.

Foreign Corrupt Practices Act. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,

any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful

payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate

funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

3.2.26.

Accountants. The Company’s accounting firm is dbbmckennon, with offices at 16959 Bernardo Center Drive, Suite 202,

San Diego, CA 92128. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required

by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s

Annual Report for the now current fiscal year.

3.2.27.

No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably

anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company

and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability

to perform any of its obligations under any of the Transaction Documents.

3.2.28.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the

Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions

contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company

(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given

by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions

contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each

Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on

the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

3.2.29.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere herein

to the contrary (except for Sections 3.3.7 and 4.16 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers

has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities

of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified

term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the

periods that the Note Shares deliverable upon conversion of the Note are being determined, and (z) such hedging activities (if any) could

reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities

are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction

Documents. Notwithstanding the foregoing, to the extent any Purchaser has expressly agreed to restrictions on short sales of the Company’s

securities under the ELOC, such Purchaser shall comply with such restrictions in accordance with their terms, and this Section shall

be construed accordingly; provided, that such restrictions shall apply only for so long as the ELOC remains in effect, and upon the termination,

expiration or exhaustion of the ELOC, such restrictions shall automatically cease to apply and such Purchaser shall thereafter be free

to effect short sales of the Company’s securities in accordance with applicable law.

3.2.30.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly

or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases

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

securities of the Company, other than, in the case of clauses (ii) and (iii), if applicable, compensation paid to the Company’s

placement agent in connection with the placement of the Securities.

3.2.31.

Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the

Purchasers shall be deemed a representation and warranty by the Company to the Purchasers as to the matters covered thereby.

3.2.32.

D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires most recently

completed by each of the Company’s directors and officers is true and correct in all respects and the Company has not become aware

of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.

3.2.33.

Share Option Plans. Each share option granted by the Company under the Company’s share option plan, if any, was granted

(i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair

market value of the Common Stock on the date such share option would be considered granted under GAAP and applicable law. No share option

granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has

been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options

with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results

or prospects.

3.2.34.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,

officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

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

3.2.35.

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation

within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

3.2.36.

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding

Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve

System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,

directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent

(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither

the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or

any entity that is subject to the BHCA and to regulation by the Federal Reserve.

3.2.37.

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance

with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator

involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any

Subsidiary, threatened.

3.2.38.

No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under

the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, nor other officer

of the Company participating in the offering hereunder, or to the Company’s knowledge, any beneficial owner of 20% or more of the

Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined

in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered

Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”

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

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure

obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

3.2.39.

Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered

Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale

of any Securities.

3.2.40.

Notice of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to

the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage

of time, become a Disqualification Event relating to any Issuer Covered Person.

3.2.41.

Cybersecurity. (i) (a) There has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology

(collectively, “IT Systems and Data”) and (b) the Company and the Subsidiaries have not been notified of, and

has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to

its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification, except, in the case of clauses (i) and (ii) herein, as would not, individually or in the

aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable

safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security

of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent

with industry standards and practices.

3.2.42.

Separate and Independent Purchasers. The Company further (a) represents and warrants and acknowledges and agrees that,

to the knowledge of the Company (i) each Purchaser is participating in the offering of Securities contemplated hereby separately and

independently of each other Purchaser, (ii) no Purchaser has communicated directly with any other Purchaser, (iii) all communications

by each Purchaser concerning the Transaction Documents and the transactions contemplated thereby and any matters related thereto were

solely conducted separately and independently with the Placement Agent without the involvement or inclusion of any other Purchaser and

(iv) the Purchasers do not constitute a “group” as that term is used under Section 13(d) of the Exchange Act, and (b) covenants

and agrees not to take a position to the contrary to the foregoing.

3.3.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents

and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which

case they shall be accurate as of such date):

3.3.1.

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing

and in good standing under the law of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

3.3.2.

Own Account. Such Purchaser understands that the Securities are “restricted securities” as defined in Rule

144 and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal

for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities

Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities

Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute

or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation

and warranty shall not limit such Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in

compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course

of its business.

3.3.3.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on

each date on which it converts any Note, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),

(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as

defined in Rule 144A(a)(1) under the Securities Act. Such Purchaser hereby represents that neither such Purchaser nor any of its Rule

506(d) Related Parties (as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities

Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad

Actor disqualification” provision of Rule 506(d) of the Securities Act.

3.3.4.

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

3.3.5.

General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result

of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar

media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation

or general advertisement.

3.3.6.

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents

(including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as

it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering

of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial

condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;

and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort

or expense that is necessary to make an informed investment decision with respect to the investment.

3.3.7.

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser

has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed

any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such

Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the

material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

3.3.8.

No Intent to Effect a Change of Control. Such Purchaser has no present intent to effect a “change of control”

of the Company as such term is interpreted and understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.

The

Company acknowledges and agrees that the representations contained in this Section 3.3 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

4. Other Agreements

of the Parties.

4.1.

Transfer Restrictions.

4.1.1.

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection

with a pledge as contemplated in Section 4.1.2, the Company may require the transferor thereof to provide to the Company an opinion of

counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the

Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and

the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration

Rights Agreement.

4.1.2.

Each Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in substantially

the following form:

[NEITHER]

THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

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

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

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

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

OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY

SUCH SECURITIES.

The

Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”

as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer

pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company

and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no

notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable

documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities,

including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of

any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act

to appropriately amend the list of Selling Shareholders (as defined in the Registration Rights Agreement) thereunder.

4.1.3.

Certificates evidencing the Note Shares shall not contain any legend (including the legend set forth in Section 4.1.2 hereof) (i) if

a registration statement (including the Resale Registration Statement) covering the resale of such security is effective under the Securities

Act, (ii) following any sale of such Note Shares pursuant to Rule 144, (iii) if such Note Shares are eligible for sale or may be sold

under Rule 144 without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of

the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause

its counsel to issue a legal opinion to the Transfer Agent or the Purchaser if required by the Transfer Agent to effect the removal of

the legend hereunder, or if requested by a Purchaser, respectively. If the Note Shares may be sold under Rule 144 and the Company is

then in compliance with the current public information required under Rule 144, or if the Note Shares may be sold under Rule 144 without

the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Note Shares

or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and

pronouncements issued by the staff of the Commission), then such Note Shares shall be issued free of all legends. The Company agrees

that following the Resale Effective Date or at such time as such legend is no longer required under this Section 4.1.3, it will, no later

than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate (or book-entry notation) representing

Note Shares, issued with a restrictive legend (such date, the “Legend Removal Date”), at the Company’s

sole cost, deliver or cause to be delivered to such Purchaser a certificate representing such Note Shares, that is free from all restrictive

and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions

on transfer set forth in this Section 4. The Company agrees that no medallion guarantee (or other type of guarantee or notarization)

shall be required to remove a legend from any Note Shares. Certificates for Securities subject to legend removal hereunder shall be transmitted

by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company

System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period,

expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on

the date of delivery of a certificate (or book-entry notation) representing Note Shares, issued with a restrictive legend. In addition

to such Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and

not as a penalty, ten percent (10%) of the total of the value of the Note Shares for which the removal of the legend is sought (based

on the VWAP of the Common Stock on the date such Note Shares are submitted to the Transfer Agent) upon such failure, and an additional

ten percent (10%) of such value for each full month (prorated for any partial month) that said opinion is not delivered after the Legend

Removal Date until such certificate is delivered without a legend.

4.1.4.

In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated

damages and not as a penalty, for each $1,000 of Note Shares (based on the VWAP of the Common Stock on the date such Securities are submitted

to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1.3, $20 per Trading Day (increasing

to $35 per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until

such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a

Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that is

free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction

or otherwise) Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of Common Stock,

or a sale of a number of Common Stock equal to all or any portion of the number of Common Stock that such Purchaser anticipated receiving

from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including

brokerage commissions and other out-of-pocket expenses, if any) for the Common Stock so purchased (including brokerage commissions and

other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Note Shares

that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest trade price of the

Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable

Note Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

4.1.5.

Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities

pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or

an exemption therefrom, and that if Securities are sold pursuant to a Resale Registration Statement, they will be sold in compliance

with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing

Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2.

Furnishing of Information; Public Information.

4.2.1.

Until no Purchaser owns any Securities and no balance on the Note remains outstanding, the Company covenants to maintain the effectiveness

of the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use best efforts to timely file (or obtain

extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the

date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.2.2.

At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the

Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction

or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement

under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company

shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition

to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and

not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to ten percent

(10.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the Calendar Day of a Public Information Failure

and on every thirtieth (30th) Calendar Day (prorated for periods totaling less than thirty Calendar Days) thereafter until the earlier

of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the

Purchasers to transfer the Note Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section

4.2.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments

shall be paid on the earlier of (i) the last Calendar Day of the calendar month during which such Public Information Failure Payments

are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments

is cured. If the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments

shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s

right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available

to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

4.3.

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any

security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner

that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer

or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval

prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4.

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the

material terms of the transactions contemplated hereby, and (b) promptly furnish to the Commission a Current Report on Form 8-K, including

the Transaction Documents as exhibits thereto, with the Commission. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents (including, without limitation,

the Placement Agent). In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and

all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries,

or any of their respective officers, directors, agents (including, without limitation, the Placement Agent), employees or Affiliates

on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or

effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect

to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make

any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the

prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or

delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with

prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name

of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,

without the prior written consent of such Purchaser, except (a) to the extent required by federal securities law in connection with (i)

any Resale Registration Statement contemplated by this Agreement or the Registration Rights Agreement and (ii) the filing of final Transaction

Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which such cases

the Company shall (x) obtain prior advice of competent counsel that such disclosure is required, (y) provide the Purchasers with prior

notice of such disclosure permitted under this Section 4.4 and (z) reasonably cooperate with such Purchasers regarding such disclosure.

4.5.

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other

Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination,

poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter

adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of

receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the

Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other

Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company

reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing

to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands

and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To

the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates

delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and

agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective

officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers,

directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser

shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,

material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such

notice furnish such notice to the Commission pursuant to a Current Report on Form 8-K. If the Company shall fail to so furnish such notice

to the Commission within the time period required above, then, in addition to such Purchaser’s other available remedies, such Purchaser

shall be entitled (but not obligated) to publicly disclose such material, non-public information, and from and after such failure no

Purchaser shall have any duty of confidentiality, or any duty not to trade in the securities of the Company on the basis of, such material,

non-public information, in each case to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

agents or Affiliates, provided that such Purchaser shall remain subject to applicable law. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7.

Use of Proceeds. The Company will use the proceeds from the sale of the Note to fund its general working capital and to

re-pay certain liabilities as set forth in Schedule 4.7. The Company shall not use such proceeds: (a) for the satisfaction of any portion

of the Company’s debt (other than (x) as expressly set forth in Schedule 4.7 and (y) payment of trade payables in the ordinary

course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents,

4.8.

Indemnification of each Purchaser. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each

Purchaser and its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally

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

Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders,

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

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur (collectively,

“Losses”) as a result of or relating to: (a) any breach of any of the representations, warranties, covenants or agreements

made by the Company in this Agreement or in the other Transaction Documents, or (b) any threatened or actual action, suit, claim, investigation,

inquiry or other proceeding instituted or brought against any Purchaser Party by any Person (including, without limitation, the Company,

any stockholder of the Company or any other third party), arising out of or relating to this Agreement, any other Transaction Document,

the actual or alleged execution, delivery, performance or consummation of the transactions contemplated hereby or thereby, or the issuance,

purchase, ownership or disposition of the Securities

addition, in connection with any Resale Registration Statement of the Company providing for the resale by the Purchasers of the Note

Shares issued or issuable upon conversion of the Note, the Company will indemnify each Purchaser Party, to the fullest extent permitted

by applicable law, from and against any and all Losses arising out of or relating to: (i) any untrue or alleged untrue statement of a

material fact contained in such Resale Registration Statement, any prospectus or any form of prospectus or in any amendment or supplement

thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein, in the case of any prospectus or supplement thereto, in light of the

circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or

omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party

expressly for use, and actually used, therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange

Act or any state securities law, or any rule or regulation thereunder in connection therewith.

For

the avoidance of doubt, the indemnification provided herein includes direct claims brought by the Company against any Purchaser Party;

provided, however, that no Purchaser Party shall be entitled to indemnification for any Losses to the extent finally determined by a

court of competent jurisdiction to have been proximately and solely caused by such Purchaser Party’s fraud, gross negligence or

willful misconduct.

any action, suit, claim, investigation, inquiry or proceeding shall be brought against any Purchaser Party in respect of which indemnity

may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing; provided, however, that

the failure to give such notice shall not relieve the Company of its obligations hereunder except to the extent the Company is materially

prejudiced thereby. The applicable Purchaser Party shall have the right, in its sole discretion, to control the defense of such action

with counsel of its own choosing, and the Company shall pay, as incurred, the reasonable fees and expenses of such counsel and all other

reasonable costs and expenses incurred by such Purchaser Party in connection with such defense.

The

Company will not be liable to any Purchaser Party under this Agreement for any settlement by a Purchaser Party entered into without the

Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided that any such consent

shall be deemed given if not denied in writing within five (5) days after the Company’s receipt of written notice of the proposed

settlement, and such consent may not be conditioned upon any admission of liability, wrongdoing or fault by the Purchaser Party.

addition, if any Purchaser Party takes actions to collect amounts due under any Transaction Document or to enforce the provisions of

any Transaction Document, then the Company shall pay the costs incurred by such Purchaser Party for such collection, enforcement or action,

including, but not limited to, attorneys’ fees and disbursements.

The

indemnification and other payment obligations required by this Section 4.8 shall be paid promptly during the course of the investigation,

defense, collection, enforcement or action, and in any event within five (5) days after bills are received or expenses are incurred;

provided, however, that if any Purchaser Party is finally determined by a final, non-appealable judgment not to be entitled to indemnification

or payment under this Section 4.8, such Purchaser Party shall reimburse the Company for any payments that are advanced under this sentence.

The Company shall not withhold, delay or condition payment of any indemnifiable fees, expenses or other amounts payable under this Section

4.8 as leverage to obtain any Purchaser Party’s agreement to any litigation strategy or settlement position.

the indemnification provided under this Section 4.8 is unavailable to a Purchaser Party or insufficient to hold a Purchaser Party harmless

for any Losses, then the Company shall contribute to the amount paid or payable by such Purchaser Party in such proportion as is appropriate

to reflect the relative fault of the Company and the Purchaser Party in connection with the actions, statements or omissions that resulted

in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company and the Purchaser Party shall

be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of

a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by,

the Company or the Purchaser Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,

subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party

in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification

provided for in this Section 4.8 were available to such party in accordance with its terms. The parties agree that it would not be just

and equitable if contribution pursuant to this Section 4.8 were determined by pro rata allocation or by any other method of allocation

that does not take into account the equitable considerations referred to above. In no event shall the contribution obligation of any

Purchaser be greater than such Purchaser’s net gain realized from the sale of the Securities giving rise to such contribution obligation,

less all expenses paid by such Purchaser in connection with any claim relating to this Section 4.8 and the amount of any damages such

Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The

indemnification and contribution obligations set forth in this Section 4.8 are cumulative and are in addition to, and not in lieu of,

any other rights or remedies available to the Purchaser Parties at law, in equity or otherwise. Such indemnification shall remain in

full force and effect regardless of any investigation made by or on behalf of any Purchaser Party and shall survive the transfer of any

Securities by any Purchaser.

4.9.

Listing of Common Stock. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the

Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list

or quote all of the Note Shares on such Trading Market and promptly secure the listing of all of the Note Shares on such Trading Market.

The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include

in such application all of the Note Shares, and will take such other action as is necessary to cause all of the Note Shares to be listed

or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue

the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing

and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock

for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,

by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic

transfer.

4.10.

Stockholder Approval. The Company shall obtain and deliver to the Purchasers, on or prior to the Closing, the Irrevocable

Consents and take all actions necessary to obtain Stockholder Approval as promptly as possible thereafter. The Company shall submit the

Stockholder Approval to its stockholders at the earliest practicable date and shall use its best efforts to cause the Stockholder Approval.

If the Stockholder Approval is not obtained at the first meeting, which shall be held no later than fifty (50) calendar days following

the Issuance Date, the Company shall, as promptly as practicable, and in no event later than fifty (50) calendar days following the date

of such failed vote or consent solicitation, commence a new solicitation of stockholder approval and shall continue to resubmit the Stockholder

Approval to its stockholders at successive meetings or consent solicitations as frequently as permitted under applicable law, the rules

of the Trading Market and the Company’s organizational documents, with each such successive meeting to be held or consent solicitation

to be completed no later than fifty (50) calendar days following the immediately preceding failed vote or consent solicitation, until

the Stockholder Approval is obtained. The Company’s board of directors shall recommend that the stockholders vote in favor of the

Stockholder Approval, and the Company shall not withdraw, modify or qualify such recommendation in a manner adverse to the Holder. The

Company shall timely prepare, file and distribute all proxy statements, information statements, written-consent materials and other documents

required in connection with obtaining the Stockholder Approval, shall promptly respond to any comments of the Securities and Exchange

Commission, and shall take all other actions reasonably necessary or advisable to obtain the Stockholder Approval as soon as practicable.

The Company’s failure to comply with its obligations under this paragraph shall constitute an Event of Default (as defined in the

Notes). The Company’s inability to obtain the Stockholder Approval at any particular meeting or consent solicitation shall not

terminate or otherwise limit its continuing obligation to seek and obtain the Stockholder Approval.

4.11.

Subsequent Equity Sales.

4.11.1.

From the date hereof and for so long as any principal amount or accrued and unpaid interest under the Note remains outstanding, neither

the Company nor any Subsidiary shall (i) incur any Indebtedness other than Permitted Indebtedness, (ii) enter into any agreement with

respect to any of the foregoing, or (iii) engage, retain or enter into any agreement or understanding with any investment bank, placement

agent, underwriter, broker-dealer, finder or other funding source with respect to the foregoing. or (v) until the date that is thirty

(30) calendar days following the Resale Effective Date, file any registration statement or any amendment or supplement thereto, in each

case other than as contemplated pursuant to the Registration Rights Agreement or, solely with respect to securities issued pursuant to

any share or option plan duly adopted for such purpose by the Board of Directors or a committee of non-employee directors established

for such purpose for services rendered to the Company, on Form S-8.

4.11.2.

From the date hereof until such time as no Securities are held by the Purchasers, the Company and its Subsidiaries shall be prohibited

from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common

Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. Any Purchaser shall be entitled to obtain

injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages

4.11.3.

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance.

4.12.

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered

or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13.

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants

that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,

including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and

ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the

foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that

(i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities

of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial

press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any

securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by

this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser

shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries,

or any of their respective officers, directors, employees, agents or Affiliates after the issuance of the initial press release as described

in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate

portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth

above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase

the Securities covered by this Agreement.

4.14.

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation

D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

4.15.

Capital Changes. Until the date on which no Note remains outstanding, the Company shall not undertake a reverse or forward

share split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest

of the aggregate outstanding principal amount of the Note, based on the Subscription Amounts hereunder; provided, however, that nothing

herein will prevent the Company from seeking and obtaining a share combination required to meet the continued listing standards of the

Company’s principal Trading Market.

4.16.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the

outstanding Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its

obligations under the Transaction Documents, including, without limitation, its obligation to issue the Note Shares pursuant to the Transaction

Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the

effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance

may have on the ownership of the other stockholders of the Company.

4.17.

Registration of Note Shares. Following the occurrence of an Event of Default (as defined in the Notes), to the extent that

any Note Shares are not registered for resale pursuant to an effective registration statement under the Securities Act or may not be

immediately resold under Rule 144 without restriction, the Company will as soon as practicable, but in no event later than ten (10) calendar

days following the occurrence of such Event of Default, file a registration statement with the Commission to register such Note Shares

for resale and shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as practicable,

but in no event later than forty (40) calendar days following the occurrence of an Event of Default.

4.18.

Registration Rights Agreement. On the date hereof, the Company shall enter into the Registration Rights Agreement and shall

not amend, modify, waive or terminate any provision of the Registration Rights Agreement, except pursuant to the terms of the Registration

Rights Agreement.

4.19.

Most Favored Nation. From the date hereof and for so long as any Securities (or any securities underlying the Securities)

remain outstanding, the Company shall not enter into any financing agreement, including any agreement for the sale or issuance of its

securities or any merchant cash advance or other financing arrangement (including securities convertible into or exercisable for Common

Stock or Common Stock Equivalents) to any individual or entity (an “Other Investor”) that provides such Other Investor

with rights, terms, or benefits that are more favorable in any material respect than those granted to the Purchasers under this Agreement,

without offering the Purchasers such more favorable rights, terms, or benefits. In the event the Company intends to offer such more favorable

rights, terms, or benefits to any Other Investor, it shall promptly provide written notice to the Purchasers (the “MFN Notice”),

which shall include reasonable detail of such more favorable terms and any related agreements. The Purchasers shall have the right, exercisable

by written notice to the Company, to receive the benefit of such more favorable terms, which shall automatically amend this Agreement

and any Securities held by the Purchasers to incorporate such more favorable terms. If a Purchaser elects to accept such terms, the Company

and the Purchaser agree to execute such documentation as may be reasonably necessary to effectuate the amendment of this Agreement and

the Securities, including the physical exchange of securities if required. Notwithstanding the foregoing, this Section shall not apply

to any subsequent financing where the proceeds will be used to repay the entire outstanding principal portion of the Note.

4.20.

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve

and keep available at all times, free of preemptive rights, (i) a sufficient number of shares of Common Stock for the purpose of enabling

the Company to issue the maximum number of Note Shares issuable upon conversion of the Note (calculated assuming conversion in full of

all outstanding principal of, and all accrued and unpaid interest and any make-whole amount on, the Note at the Floor Price then in effect,

and in any event equal to not less than 300% of such number), and (ii) a sufficient number of shares of Common Stock equal to 100% of

the maximum number of shares of Common Stock issuable pursuant to the ELOC, in each case as adjusted for forward and reverse share splits,

recapitalizations, share dividends and the like after the date hereof (the “Required Minimum”). If the Company

does not have a sufficient number of Common Stock available to honor the conversion of the Note, the Company shall allocate the available

number of Note Shares on a pro rata basis among all Purchasers converting the Note, until such time as the Company has a sufficient number

of authorized shares of Common Stock to issue all Note Shares in full. If at any time the number of shares of Common Stock authorized

and reserved for issuance is not sufficient to meet the foregoing reservation requirement, the Company will promptly take all corporate

action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of

stockholders to authorize additional shares, obtaining stockholder approval of an increase in the authorized number of shares of Common

Stock, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that

the number of authorized shares is sufficient to meet such requirement.

4.21.

Conversion Procedures. The form of Notice of Conversion included in the Note sets forth the totality of the procedures

required of the Purchasers in order to convert the Note. No additional legal opinion, other information or instructions shall be required

of the Purchaser to convert the Note, and, without limiting the preceding sentence, no ink-original Notice of Conversion shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required in order

to convert the Note. The Company shall honor conversions of the Note and shall deliver Note Shares in accordance with the terms, conditions

and time periods set forth in the Transaction Documents.

4.22.

Preservation of ELOC. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the

Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or permit to become effective any agreement,

instrument or arrangement relating to any financing, issuance or sale of securities that prohibits, restricts, conditions, materially

delays or otherwise impairs the Company’s ability or right to issue or sell Common Stock pursuant to the ELOC in accordance with

its terms. Without limiting the foregoing, no such agreement, instrument or arrangement shall contain or impose any standstill, lock-up,

issuance restriction, variable-rate-transaction prohibition, equity-line prohibition, consent right, right of first refusal, right of

first offer, participation right or similar restriction that applies to, limits or prohibits the Company’s entry into, maintenance

of, or issuance or sale of Common Stock pursuant to, the ELOC. Any agreement, instrument or arrangement entered into in violation of

this Section 4.22 shall constitute a material breach of this Agreement.

5. Miscellaneous.

5.1.

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only

and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties,

if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the

fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident

to the negotiation, preparation, execution, delivery and performance of this Agreement; provided, however, that, at the Closing, an aggregate

amount of $25,000 will be withheld from the funds otherwise payable by the Purchasers to the Company at the Closing for legal and due

diligence fees and expenses. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-Calendar

Day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and

other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4.

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall

be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication

is delivered via email at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City

time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email

at the email address as set forth on the signature pages attached hereto on a Calendar Day that is not a Trading Day or later than 5:30

p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.

nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.

The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any

notice provided pursuant to any Transaction Document constitutes, or contains material, non-public information regarding the Company

or any of the Subsidiaries, the Company shall simultaneously furnish such notice to the Commission pursuant to a Current Report on Form

8-K.

5.5.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written

instrument signed, in the case of an amendment, by the Company and Purchasers that hold a majority in interest of the aggregate outstanding

principal amount of the Note or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought,

provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or multiple Purchasers),

the consent of such disproportionately impacted Purchaser (or multiple Purchasers) shall also be required. No waiver of any default with

respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver

of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any

party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,

materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the

other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with

this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6.

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed

to limit or affect any of the provisions hereof.

5.7.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors

and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8.

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties

of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.3. This Agreement is intended for

the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision

hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the law of the State of Wyoming without regard to the principles of

conflicts of law thereof.

5.10.

Arbitration. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the

transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors,

officers, stockholders, employees or agents) shall be commenced exclusively by arbitration be administered by Mediation and Civil Arbitration,

Inc. d/b/a RapidRuling (www.rapidruling.com) in accordance with its Commercial Arbitration Rules effective at the time a claim is made

(the “Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Arbitrators shall be appointed by RapidRuling. The place of arbitration shall be New York, New York, and any hearing shall be held via

video or telephone conference. The parties hereto agree that no objection shall be taken to the decision, order or award of the tribunal

following any such hearing on the basis that the hearing was held by video or telephone conference. The parties hereto consent to electronic

service of process, with service to be made to the following email addresses the Company: 1400 Lavaca Street, Austin, TX 7870, Email:

hil@dstld.la, Attention: Hil Davis, with a copy to Lucosky Brookman LLP, 101 Wood Avenue South, Fifth Floor, Woodbridge, NJ 08830, Email:

ewelch@lucbro.com and rsanchez@lucbro.com, Attention: Ned Welch and Rodrigo Sanchez. All such service of process may come from the opposing

party’s email listed here, efile@rapidruling.com. The parties hereto shall list all said email addresses as “safe senders”

(or other whitelist) and are responsible to check their “SPAM” and “junk” type incoming messages on a daily basis.

In any such arbitration award, the arbitrator shall require the breaching party (if any), as finally determined by the arbitrator, to

pay the non-breaching Party’s costs and expenses (including such nonbreaching party’s reasonable attorneys’ fees, arbitration

costs, court costs, and other expenses) associated with enforcing the Agreement and collecting any judgment related thereto. In the event

that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall

be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule

of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of

any other provision of any agreement.

5.11.

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.12.

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. If any signature is delivered by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.13.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction

to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.14.

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar

provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights.

5.15.

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.16.

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of

damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties

agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in

the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the

defense that a remedy at law would be adequate.

5.17.

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction

Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement

or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged

by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law

(including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent

of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force

and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.18.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction

Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for

the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein

or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute

the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers

are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.

Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out

of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an

additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review

and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel

have chosen to communicate with the Company through the legal counsel to the Placement Agent. The legal counsel of the Placement Agent

does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with

the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by

any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction

Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between

and among the Purchasers.

5.19.

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under

the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages

and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages

or other amounts are due and payable shall have been canceled.

5.20.

Saturdays, Sundays, Holidays, etc. If the last or appointed Calendar Day for the taking of any action or the expiration

of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on

the next succeeding Business Day.

5.21.

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity

to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved

against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition,

each and every reference to share prices and Common Stock in any Transaction Document shall be subject to adjustment for reverse and

forward share splits, share dividends, share combinations and other similar transactions of the Common Stock that occur after the date

of this Agreement.

5.22.

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE

PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[Securities

Purchase Agreement Signature Pages Follow]

[Securities

Purchase Agreement – Company Signature Page]

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

DIGITAL

BRANDS GROUP, INC.

Address

for Notice:

By:

Email:

Name:

Title:

[Securities

Purchase Agreement – Investor Signature Page]

WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of

the date first indicated above.

Name

of Purchaser:

Signature

of Authorized Signatory of Purchaser:

Name

of Authorized Signatory:

Title

of Authorized Signatory:

Address of Authorized Signatory:

Address

for Notice to Purchaser:

Address

for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription

Amount:

$3,000,000

Beneficial

Ownership Blocker:

4.99%

Employer

Identification Number:

Exhibit

1.22

Form

of ELOC

Exhibit

1.32

Form

of Irrevocable Consent

Exhibit

1.40

Form

of Promissory Note

Exhibit

1.52

Form

of Registration Rights Agreement

Exhibit

1.70

Form

of Transfer Agent Instruction Letter

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

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

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

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

SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION

OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Digital

Brands Group, Inc.

Convertible

Promissory Note

Dated:

July 23, 2026 (the “Issuance Date”)

$3,529,412.00

FOR

VALUE RECEIVED, DIGITAL BRANDS GROUP, Inc., a Nevada corporation (hereinafter

called the “Maker” or the “Company”), hereby promises to pay to the order of the holder, or its

registered assigns (the “Holder”) the principal sum of Three Million Five Hundred Twenty-Nine Thousand Four Hundred

Twelve and Zero/100 United States Dollars ($3,529,412.00) (the “Principal Amount”) pursuant to the terms of this Convertible

Promissory Note (this “Note”). The Principal Amount constitutes the aggregate principal amount of this Note, and the

disbursement thereof shall be made in such amount and at such time as provided in, and pursuant to the terms and conditions of, the Purchase

Agreement, as defined below. The aggregate consideration to the Maker for this Note is Three Million United States Dollars ($3,000,000.00)

(the “Consideration”) in United States currency, due to original issuance discount of Five Hundred Twenty-Nine Thousand

Four Hundred Twelve and Zero/100 United States Dollars ($529,412.00) (the “OID”).

The

maturity date of this Note shall be January 23, 2027 (the “Maturity Date”) and is the date upon which the Outstanding

Principal Amount shall be due and payable unless otherwise accelerated pursuant to the terms of this Note.

advance of the Maturity Date the Company shall repay the Outstanding Principal Amount as follows to the Holder (the “Amortization

Schedule”):

$1,000,000 on or before October 23, 2026;

$1,000,000 on or before November 23, 2026;

$1,000,000 on or before December 23, 2026; and

$529,412 on or before January 23, 2027.

All

payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address

of the Holder set forth in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time

to time in writing to the Maker or by wire transfer of funds to the Holder’s account designated in writing by Holder to the Maker.

1.1

Purchase Agreement. This Note has been executed and delivered pursuant to the Securities Purchase Agreement, dated as of July

23, 2026 (as the same may be amended from time to time, the “Purchase Agreement”), by and among the Maker and the

Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

1.2

Default Interest. If any amount payable by the Company under any Transaction Document is not paid when due, such amount shall

thereafter bear interest at the Past Due Rate (as hereinafter defined) to the fullest extent permitted by applicable law. In addition,

following any Event of Default, any Outstanding Principal Amount shall bear interest at the Past Due Rate. In either case, accrued and

unpaid interest or past due amounts (including interest on past due interest) shall be due and payable on demand, at a rate per annum

equal to twenty percent (20%) accruing daily and computed on the basis of a 360-day year (the “Past Due Rate”), provided

that, in no event shall the rate of interest hereunder exceed the maximum rate permitted by applicable law.

1.3

Payment on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment

shall be due on the next succeeding Business Day.

1.4

Transfer. This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged, hypothecated

or otherwise granted as security by the Holder.

1.5

Replacement. Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or

destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of

such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

1.6

Use of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

1.7

Status of Note. The obligations of the Maker under this Note shall rank senior to all Indebtedness and equity of the Company.

Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled

to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker or any class

of shares of the Maker, an amount equal to the Mandatory Default Amount. For purposes of this Note, “Liquidation Event”

means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s

relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs

of the Maker.

ARTICLE

2.1

Events of Default. An “Event of Default” under this Note shall mean the occurrence of any of the Events of

Default defined in the Purchase Agreement, and any of the additional events described below (unless the Event of Default is waived in

writing by the Holder):

(a)

Any default in the payment of (i) the Outstanding Principal Amount hereunder when due; or (ii) interest as and when the same shall become

due and payable; or (iii) any other amounts owing under this Note or the Transaction Documents (whether on the Maturity Date or by acceleration

or otherwise);

(b)

the Maker shall fail to observe or perform any other covenant, condition or agreement contained in this Note or any Transaction Document;

(c)

the Maker’s failure, inability, or intention not to comply (including for any of the reasons described in Section 3.6(a)

hereof) with proper requests for conversion of this Note into Common Stock;

(d)

the Maker shall fail to (i) timely deliver the Common Stock as and when required in Section 3.2 and as defined in the Equity Purchase

Agreement; or (ii) make the payment of any fees and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction

Documents;

(e)

at any time the Maker shall fail to have the Required Minimum of Common Stock authorized, reserved and available for issuance to satisfy

(i) the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note;

or (ii) the potential issuance of Common Stock in full (disregarding for this purpose any and all limitations of any kind on such issuance)

under the Equity Purchase Agreement;

(f)

any representation or warranty made by the Maker or any of its Subsidiaries in the Purchase Agreement, this Note, or any other Transaction

Document shall prove to have been false or incorrect or breached on the date as of which made or deemed to be made;

(g)

the Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on

any Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $100,000

(or its equivalent in the relevant currency of payment) or (B) default in the observance or performance of any other agreement or condition

relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other

event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or

holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become

due prior to its stated maturity, in each case, prior to the expiration of the grace period provided in such Indebtedness on the date

of such Indebtedness;

(h)

the Maker or any of its Significant Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by,

a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general

assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter

in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of

any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally;

(v) acquiesce in writing to any petition filed against it in an involuntary case under the United States Bankruptcy Code (as now or hereafter

in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down

of its operations or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic)

analogous to any of the foregoing;

(i)

a proceeding or case shall be commenced in respect of the Maker or any of its Significant Subsidiaries, without its application or consent,

in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition

or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial

part of its assets in connection with the liquidation or dissolution of the Maker or any of its Significant Subsidiaries; or (iii) similar

relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii)

or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered

in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction

(foreign or domestic) against the Maker or any of its Significant Subsidiaries or action under the laws of any jurisdiction (foreign

or domestic) analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue

undismissed, or unstayed and in effect for a period of thirty (30) days;

(j)

one or more final judgments, settlements, or orders for the payment of money aggregating in excess of $100,000 (or its equivalent in

the relevant currency of payment) are rendered against or entered into one or more of the Company and its Subsidiaries, where such judgment,

settlement or order is not discharged or stayed within thirty (30) days;

(k)

the failure of the Maker to instruct its transfer agent to remove any legends from the Common Stock and issue such unlegended certificates

to the Holder within one (1) Trading Days of (A) a validly executed Conversion Notice or delivery of Commitment Shares (as defined in

the Equity Purchase Agreement; or (B) the Holder’s lawful request so long as such Common Stock can be sold pursuant to Rule 144

or any other applicable exemption;

(l)

the Maker’s Common Stock is no longer publicly traded or ceases to be listed on the Nasdaq Capital Market or, after the six month

anniversary of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 without restriction on the number

of shares to be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933 Act and may be sold

without restriction;

(m)

the Maker consummates a “going private” transaction and as a result shares of Common Stock are no longer registered under

Sections 12(b) or 12(g) of the 1934 Act;

(n)

there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent

for the Common Stock restricting the trading of such Common Stock;

(o)

the Depository Trust Company places any restrictions on transactions in the Common Stock or the Common Stock is no longer tradeable through

the Depository Trust Company Fast Automated Securities Transfer program;

(p)

the Maker shall fail to comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent in its

filings); and/or the Maker shall cease to be subject to the reporting requirements of the 1934 Act for a period of (1) or more Business

Days;

(q)

the failure to file the Registration Statement pursuant to and in accordance with the terms and conditions of the Registration Rights

Agreement or the failure to obtain the Stockholder Approval in accordance with the terms and conditions of the Purchase Agreement; or

(r)

the occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries;

(s)

the Maker replaces, removes, terminates or fails to maintain its transfer agent, or appoints any successor or additional transfer agent,

in each case without the prior written consent of the Holder, or the Maker at any time appoints, replaces its transfer agent with, or

otherwise engages or uses any transfer agent that is not a participant in good standing in the DTC Fast Automated Securities Transfer

program;

(t)

any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to

be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any

party thereto, or a proceeding shall be commenced by the Maker or any governmental authority having jurisdiction over it, seeking to

establish the invalidity or unenforceability thereof, or the Maker shall deny in writing that it has any liability or obligation purported

to be created under any Transaction Document;

(u)

at any time the Holder is unable to rely on the Registration Statement covering the resale of the Conversion Shares or Common Stock issuable

pursuant to the Equity Purchase Agreement (whether by reason of suspension, withdrawal, the registration statement not being effective,

the prospectus not being current or otherwise).

(v)

the Maker’s failure to comply with Section 4.22 of the Purchase Agreement.

(w)

Any signatory to an Irrevocable Consent, including any voting agreement entered into in connection with the Stockholder Approval, shall

fail to observe or perform any covenant, condition or agreement contained in such Irrevocable Consent or voting agreement.

2.2

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder

immediately the Mandatory Default Amount. Upon the occurrence of an Event of Default under Section 2.1(l) specifically whereby the Maker

ceases to be listed on the Trading Market, the Floor Price shall be zero.

ARTICLE

Conversion

FOLLOWING AN EVENT OF DEFAULT.

3.1

Conversion. Subject to Section 3.3, this Note shall be convertible (in whole or in part) at any time during the occurrence of

Event of Default, into such number of fully paid and non-assessable shares of Common Stock as shall be determined by dividing (x) that

portion identified in the Conversion Notice (as defined below) of (A) the Mandatory Default Amount; plus (B)any other amounts owing under

the Transaction Documents (the “Conversion Amount”) by (y) the Conversion Price then in effect on the date on which

the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit A (the “Conversion Notice”),

in accordance with this Section 3.1 to the Maker. The Holder shall deliver this Note to the Maker at the address designated in the Purchase

Agreement at any such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep

written records of the amount of this Note converted as of the date of such conversion (each, a “Conversion Date”)..

The

“Conversion Price” means the greater of (i) ninety (90%) percent of the lowest Closing Price on any Trading Day during

the five (5) Trading Days prior to the applicable Conversion Date or (ii) the Floor Price, which Floor Price shall be adjusted for stock

dividends, stock splits, stock combinations and other similar transactions. Notwithstanding the foregoing, on each Floor Adjustment Date,

the Floor Price shall be adjusted to the Adjusted Floor Price. “Adjusted Floor Price” means, as determined on each six month

anniversary of the Issuance Date (each, an “Floor Adjustment Date”), the lower of (i) the Floor Price then in effect and

(ii) 20% of the lower of (x) the Nasdaq closing price of the Common Stock as of the Trading Day ended immediately prior to such applicable

Floor Adjustment Date and (y) the quotient of (I) the sum of each Nasdaq closing price of the Common Stock on each Trading Day of the

five (5) Trading Day period ended on, and including, the Trading Day ended immediately prior to such applicable Floor Adjustment Date,

divided by (II) five (5). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination

or other similar transaction during any such measuring period. The Adjusted Floor Price may only decrease and shall never be increased

above the Adjusted Floor Price then in effect.

3.2

Delivery of Conversion Shares. As soon as practicable after any conversion or payment of any amount due hereunder in the form

of Common Stock in accordance with this Note, and in any event no later than one (1) Trading Day following the Maker’s receipt

of a Conversion Notice from the Holder (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause

to be issued in the name of and delivered to the Holder, or as the Holder may direct, book-entry statements evidencing the number of

fully paid and non-assessable Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion

Shares”), in the applicable denominations based on the applicable conversion or payment; provided that, if the Common Stock

are then DWAC Eligible and such Common Stock issuable upon conversion of this Note have been registered for resale pursuant to an effective

registration statement under the 1933 Act, the Company shall cause its transfer agent to electronically transmit such Common Stock issuable

upon conversion of this Note by crediting the account of the Holder’s (or its designee’s) broker with DTC through its Deposit

Withdrawal Agent Commission system (provided that the same time periods herein as for book-entry statements shall apply) as instructed

by the Holder (or its designee, in which case such Common Stock (x) shall only be used by such

broker to deliver such Common Stock to DTC for the purpose of settling the Holder’s share delivery obligations with respect to

the sale of such Common Stock, which may include delivery to other accounts of such broker and inclusion in the number of Common Stock

delivered by that broker in “net settling” that broker’s trading of shares of the Company’s Common Stock, including

its positions with the brokers of the respective persons who purchase such Common Stock from the Holder, and (y) shall remain “restricted

securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered). If the Company fails,

for any reason or for no reason, to deliver to the Holder the Conversion Shares to which the Holder is entitled by the applicable Share

Delivery Date (a “Delivery Failure”), then, in addition to all other remedies available to the Holder, the Company shall

pay to the Holder, in cash, as liquidated damages and not as a penalty, for each US$1,000 of Conversion Shares (based on the applicable

Conversion Price) subject to such Delivery Failure, the sum of (1) $20 per Trading Day (increasing to $35 per Trading Day on the fifth

(5th) Trading Day after such Delivery Failure and on each Trading Day thereafter) until such Conversion Shares are delivered or the Holder

rescinds the applicable conversion, and (2) the product of (x) the number of such Conversion Shares and (y) the difference between the

highest trade price and the lowest trade price of the Common Stock on the Trading Market during the period beginning on the applicable

Conversion Date and ending on the date on which such Conversion Shares are delivered to the Holder’s prime broker and are available

to be sold by the Holder or the Holder rescinds the applicable conversion. The Company agrees to maintain, at all times while this Note

remains outstanding, a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program. If the Company fails

or refuses to deliver, or to cause its counsel to deliver, any legal opinion required to be delivered by the Company or its counsel under

this Note or any other Transaction Document, or reasonably required by the Transfer Agent to permit (i) the issuance of Conversion Shares

without a restrictive legend or (ii) the removal of any restrictive legend from any Conversion Shares, and the Holder obtains such legal

opinion at its own expense, the Company shall promptly reimburse the Holder for all reasonable and documented costs and expenses, including

reasonable attorneys’ fees, incurred by the Holder in connection with obtaining such legal opinion. If the Company fails to reimburse

the Holder within two (2) Business Days after receipt of written notice and reasonable supporting documentation of such costs and expenses,

then, at the Holder’s election, the unreimbursed amount shall be added to and thereafter constitute part of the Outstanding Principal

Amount of this Note for all purposes, including the accrual of interest and the calculation of any Mandatory Default Amount. Nothing

herein shall prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

3.3

Caps on Conversion Shares. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive

shares representing Equity Interests upon conversion of this Note to the extent (but only to the extent) that:

Ownership

Cap. Such exercise or receipt would cause the Holder Group (as defined below) to become, directly or indirectly, a “beneficial

owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number

of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined below) of the Equity

Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the conversion

of this Note prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but

only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage

of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery of Equity

Interests owed to the Holder following conversion of this Note is not made, in whole or in part, as a result of this limitation, the

Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly

as practicable but in no event later the one (1) Trading Day after the Holder gives notice to the Company that such delivery would not

result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof; provided that no

liquidated damages will be assessed or become due and payable pursuant to Section 3.2 hereof with respect to any such Equity Interests

not being delivered solely as a result of this limitation. To the extent limitations contained in this Section 3.3(a) apply, the

determination of whether this Note is convertible and of which portion of this Note is convertible shall be the sole responsibility and

in the sole determination of the Holder, and the submission of a notice of conversion shall be deemed to constitute the Holder’s

determination that the issuance of the full number of Conversion Shares requested in the notice of conversion is permitted hereunder,

and the Company shall not have any obligation to verify or confirm the accuracy of such determination. For purposes of this Section

3.3, (i) the term “Maximum Percentage” shall mean 4.99%; provided, that if at any time after the date hereof the

Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the 1934 Act,

then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of

Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess

of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other

Person with which the Holder is considered to be part of a group under Section 13 of the 1934 Act or with which the Holder otherwise

files reports under Sections 13 and/or 16 of the 1934 Act. In determining the number of Equity Interests of a particular class outstanding

at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s

most recent Form 10-K, 10-Q, or Form 8-K filed with the Securities and Exchange Commission, as the case may be, (y) a more

recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth

the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder,

the Company shall, within one (1) Business Day of such request, confirm orally and in writing to the Holder the number of Equity Interests

of any class then outstanding. The provisions of this Section 3.3 shall be construed, corrected and implemented in a manner so

as to effectuate the intended beneficial ownership limitation herein contained. Notwithstanding anything to the contrary contained in

this Note, Maker and Holder agree that the total cumulative number of shares of Common Stock issued to Holder hereunder together with

all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”),

except that such limitation will not apply following Approval (defined below). The Company shall take all actions necessary to obtain

stockholder approval of the issuance of all shares of Common Stock issuable pursuant to this Note and the other Transaction Documents

in excess of the Nasdaq 19.99% Cap in accordance with the applicable rules of the Trading Market (the “Stockholder Approval”).

The Company shall submit the Stockholder Approval to its stockholders at the earliest practicable date and shall use its best efforts

to cause the Stockholder Approval. If the Stockholder Approval is not obtained at the first meeting, which shall be held no later than

fifty (50) calendar days following the Issuance Date, the Maker shall, as promptly as practicable, and in no event later than twenty

(20) calendar days following the date of such failed vote or consent solicitation, commence a new solicitation of stockholder approval

and shall continue to resubmit the Stockholder Approval to its stockholders at successive meetings or consent solicitations as frequently

as permitted under applicable law, the rules of the Trading Market and the Company’s organizational documents, with each such successive

meeting to be held or consent solicitation to be completed no later than fifty (50) calendar days following the immediately preceding

failed vote or consent solicitation, until the Stockholder Approval is obtained. The Company’s board of directors shall recommend

that the stockholders vote in favor of the Stockholder Approval, and the Company shall not withdraw, modify or qualify such recommendation

in a manner adverse to the Holder. The Company shall timely prepare, file and distribute all proxy statements, information statements,

written-consent materials and other documents required in connection with obtaining the Stockholder Approval, shall promptly respond

to any comments of the Securities and Exchange Commission, and shall take all other actions reasonably necessary or advisable to obtain

the Stockholder Approval as soon as practicable. Until the Stockholder Approval is obtained, the Company shall not issue shares of Common

Stock in excess of the Nasdaq 19.99% Cap. The Company’s failure to comply with its obligations under this paragraph shall constitute

an Event of Default. The Company’s inability to obtain the Stockholder Approval at any particular meeting or consent solicitation

shall not terminate or otherwise limit its continuing obligation to seek and obtain the Stockholder Approval.

3.4

Adjustments to Floor Price.

(a)

Until the Note has been paid in full or converted in full except as otherwise provided in this Section 3.4, the Conversion Price and

Floor Price shall be subject to adjustment from time to time as follows:

(i)

Adjustments for Stock Splits. If the Maker shall at any time or from time to time after the Closing Date (but whether before or

after the Issuance Date) effect a split of the outstanding Common Stock, the applicable Floor Price in effect immediately prior to the

stock split shall be proportionately decreased. If the Maker shall at any time or from time-to-time after the Closing Date, effect a

combination or reverse stock split of the outstanding Common Stock, the Floor Price in effect immediately prior to such event shall be

proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close of business on the date

the stock split or combination occurs.

(ii)

Adjustments for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date

(but whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Common Stock entitled

to receive a dividend or other distribution payable in Common Stock, then, and in each event, the applicable Floor Price in effect immediately

prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of

the close of business on such record date, by multiplying the applicable Floor Price then in effect by a fraction:

(1)

the numerator of which shall be the total number of Common Stock issued and outstanding immediately prior to the time of such issuance

or the close of business on such record date; and

(2)

the denominator of which shall be the total number of Common Stock issued and outstanding immediately prior to the time of such issuance

or the close of business on such record date plus the number of Common Stock issuable in payment of such dividend or distribution.

(iii)

Adjustment for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but

whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Common Stock entitled

to receive a dividend or other distribution payable in securities or property other than Common Stock, then, and in each event, an appropriate

revision to the applicable Floor Price shall be made and provision shall be made (by adjustments of the Floor Price or otherwise) so

that the Holder of this Note shall receive upon conversions thereof, in addition to the number of Common Stock receivable thereon, the

number of securities of the Maker or other issuer (as applicable) or other property that it would have received had this Note been converted

into Common Stock in full (without regard to any conversion limitations herein) on the date of such event and had thereafter, during

the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions

payable thereon during such period) or assets, giving application to all adjustments called for during such period under this Section

3.4(a)(iii) with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed

and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Floor Price shall be adjusted

pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv)

Adjustments for Reclassification, Exchange or Substitution. If the Common Stock at any time or from time to time after the Closing

Date (but whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of

any class of shares or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock

split or combination of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii) hereof, or a reorganization,

merger, consolidation, or sale of assets provided for in Section 3.4(a)(viii) hereof), then, and in each event, an appropriate

revision to the Floor Price shall be made and provisions shall be made (by adjustments of the Floor Price or otherwise) so that the Holder

shall have the right thereafter to convert this Note into the kind and amount of shares or other securities or other property receivable

upon reclassification, exchange, substitution or other change, by holders of the number of Common Stock into which such Note might have

been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment

as provided herein.

(v)

Adjustment Due to Dilutive Issuance. If, at any time while this Note is outstanding the Company issues or sells, or in accordance

with this Section 3.4(a)(v) hereof is deemed to have issued or sold, except for Common Stock issued in an issuance of Exempted Securities

(except for issuances under clauses (d), (e), or (f) of the definition of Exempted Securities in the Purchase Agreement), any Common

Stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in

connection therewith) less than the Floor Price in effect on the date of such issuance (or deemed issuance) of such Common Stock (a “Dilutive

Issuance”), then immediately upon the Dilutive Issuance, the Floor Price will be reduced to the amount of the consideration

per share received by the Company in such Dilutive Issuance.

The

Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or grants any warrants, rights or options

(not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or

other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights

and options to Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for

which such Common Stock are issuable upon the exercise of such Options is less than the Floor Price then in effect, then the Floor Price

shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which such Common Stock

are issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable

by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration,

if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise

of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time

such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of Common Stock issuable upon

the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Floor

Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange

of Convertible Securities issuable upon exercise of such Options.

Additionally,

the Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or sells any Convertible Securities,

whether or not immediately convertible (other than in an issuance of Exempted Securities (except for issuances under clause (d) of the

definition of Exempted Securities in the Purchase Agreement)), and the price per share for which such Common Stock issuable upon such

conversion or exchange is less than the Floor Price then in effect, then the Floor Price shall be equal to such price per share. For

the purposes of the preceding sentence, the “price per share for which such Common Stock issuable upon such conversion or exchange”

is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale

of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon

the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum

total number of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the

Floor Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(vi)

Share Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any share

split, share dividend, share combination recapitalization or other similar transaction involving the Common Stock (each, a “Share

Combination Event”, and such date thereof, the “Share Combination Event Date”) and the Event Market Price is less than

the Floor Price then in effect (after giving effect to the adjustment in clause 3.4(a) above), then on the sixteenth (16th) Trading Day

immediately following such Share Combination Event, the Floor Price then in effect on such sixteenth (16th) Trading Day (after giving

effect to the adjustment in clause 3.4(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance

of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Floor Price hereunder,

no adjustment shall be made.

(vii)

Other Events. In the event that the Company (or any Subsidiary (as defined in the Purchase Agreement)) shall take any action to

which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or

if any event occurs of the type contemplated by the provisions of this Section 3.4 but not expressly provided for by such provisions

(including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Floor Price

or Conversion Price and the number of Conversion Shares(if applicable) so as to protect the rights of the Holder, provided that no such

adjustment pursuant to this Section 3.4 will increase the Floor Price or decrease the number of Conversion Shares as otherwise determined

pursuant to this Section 3.4, unless required by the rules or guidance of the Trading Market provided further that if the Holder does

not accept such adjustments as appropriately protecting its rights hereunder, then the Board of Directors and the Holder shall agree,

in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination

shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

(viii)

Consideration for Stock. In case any Common Stock or any Common Stock Equivalents shall be issued or sold:

(1)

in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger

in which the previously outstanding Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another

corporation), the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good faith by

the Board of Directors of the Maker and approved by the Holder, with such approval not to be unreasonably withheld, conditioned or delayed,

of such portion of the assets and business of the non-surviving corporation as such Board of Directors may determine to be attributable

to such Common Stock, rights or warrants or options or other Convertible Securities, as the case may be; or

(2)

in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously

outstanding Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or

other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other

property of any corporation, the Maker shall be deemed to have issued Common Stock, at a price per share equal to the valuation of the

Maker’s Common Stock based on the actual exchange ratio on which the transaction was predicated, as applicable, and the fair market

value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation

results in adjustment of the applicable Floor Price, or the number of Common Stock issuable upon conversion of the Note, the determination

of the applicable Floor Price or the number of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation

or sale, shall be made after giving effect to such adjustment of the number of Common Stock issuable upon conversion of the Note. In

the event Common Stock issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration

computed as provided in this Section 3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith

by the Board of Directors of the Maker, and approved by the Holder.

(ix)

Record Date. In case the Maker shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe

for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the Common Stock shall be deemed to be

such record date.

(b)

No Impairment. The Maker shall not, by amendment of its Certificate of Incorporation and By-Laws or through any reorganization,

transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid

the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith

assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as may be necessary

or appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder shall elect to convert

this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or anyone associated or affiliated

with the Holder has been engaged in any violation of law, violation of an agreement to which the Holder is a party or for any reason

whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of this Note shall have issued and

the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred percent (100%) of the Principal Amount

of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the

dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) in the event it obtains judgment.

(c)

Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Floor Price or number of shares of Common

Stock issuable upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly compute such

adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment

and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request

of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments,

the applicable Floor Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities

or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not

be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such

adjusted amount.

(d)

Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be

payable in respect of any issue or delivery of Common Stock on conversion of this Note pursuant thereto; provided, however, that the

Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such

conversion.

(e)

Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional

shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to such fractional shares multiplied by the Conversion

Price then in effect.

(f)

Reservation of Common Stock. The Maker shall at all times while this Note shall be outstanding, keep available out of its authorized

Common Stock a number of shares of Common Stock equal to at least three hundred percent (300%) of the number of shares of Common Stock

necessary to effect the conversion of the Outstanding Principal Amount and accrued interest owing hereunder into Conversion Shares at

the then applicable Floor Price (disregarding for this purpose any and all limitations of any kind on such conversion). The Maker shall,

from time to time, increase the authorized number of Common Stock or take other effective action if at any time the unissued number of

authorized shares shall not be sufficient to satisfy the Maker’s obligations under this Section 3.4(f).

(g)

Regulatory Compliance. If any Common Stock for the purpose of conversion of this Note require registration or listing with or

approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise

before such shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and

as expeditiously as possible, secure such registration, listing or approval, as the case may be.

3.5

Prepayment Following a Change of Control.

(a)

Mechanics of Prepayment at Option of Holder in Connection with a Change of Control. No later than fifteen (15) days following

the entry by the Company into an agreement for a Change of Control, but in no event prior to the public announcement of such Change of

Control, the Maker shall deliver written notice describing the entry into such agreement (“Notice of Change of Control”)

to the Holder. Within fifteen (15) days after receipt of a Notice of Change of Control, the Holder may require the Maker to prepay, effective

immediately prior to the consummation of such Change of Control, an amount equal to the Mandatory Default Amount on such date (the “COC

Repayment Price”), by delivering written notice thereof (“Notice of Prepayment at Option of Holder Upon Change of Control”)

to the Maker.

(b)

Payment of COC Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of

Control from the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change

of Control; provided that the Holder’s original Note shall have been so delivered to the Maker.

3.6

Inability to Fully Convert.

(a)

Holder’s Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise

required under this Note, including with respect to repayment of principal in Common Stock as permitted under this Note, the Maker cannot

issue Common Stock for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of Common Stock

authorized and available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer

quotation system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of

the Common Stock which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many Common Stock as it is

able to issue and, with respect to the unconverted portion of this Note or with respect to any Common Stock not timely issued in accordance

with this Note, the Holder, solely at Holder’s option, can elect to:

(i)

require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock or for which Common Stock were

not timely issued (the “Mandatory Prepayment”) at a price equal to the number of Common Stock that the Maker is unable

to issue multiplied by the Conversion Price on the date of the Conversion Notice (the “Mandatory Prepayment Price”);

provided that an election under this clause (i) shall not be available in the event that the Maker is unable to issue Common Stock solely

pursuant to the caps set forth in Section 3.3 above;

(ii)

void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion

Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments

which have accrued prior to the date of such notice); or

(iii)

defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided that the Principal

Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; and provided, further,

that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii)

above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.

(b)

Mechanics of Fulfilling Holder’s Election. The Maker shall immediately send to the Holder, upon receipt of a Conversion

Notice from the Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s inability

to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert

Notice shall indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; and (ii) the amount

of this Note which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.6(a) above by

delivering written notice to the Maker (“Notice in Response to Inability to Convert”).

(c)

Payment of Mandatory Prepayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i)

above, the Maker shall pay the Mandatory Prepayment Price to the Holder within two (2) Business Days of the Maker’s receipt of

the Holder’s Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s

Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder,

that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can

and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory

Prepayment Price to the Holder on the date that is two (2) Business Days following the Maker’s receipt of the Holder’s Notice

in Response to Inability to Convert, in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid

amount shall bear interest at the rate of fifteen percent (15%) per month (prorated for partial months) until paid in full. Until the

full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that

portion of the Note for which the full Mandatory Prepayment Price has not been paid and (ii) receive back such Note.

3.7

Prepayment. The Maker may prepay all or any such portion by paying to the Holder an amount equal to one hundred percent (100%)

of the Outstanding Principal Amount being prepaid, plus all accrued and unpaid interest thereon and any other amounts then owing under

this Note (i) at any time, so long as an Event of Default has not occurred; or (ii) upon two (2) Trading Days’ written notice,

if an Event of Default has occurred. In addition, if the Maker fails to make payments in accordance with the Amortization Schedule (an

“Amortization Trigger Event”), then, at any time following such Amortization Trigger Event, the Holder may, in its sole discretion,

by written notice to the Maker (a “Cash Settlement Election”), require the Maker to pay to the Holder in cash an amount (the

“Amortization Settlement Payment”) equal to the quotient obtained by dividing (x) 100% of the Outstanding Principal Amount

as of the date of such Cash Settlement Election by (y) the number of whole calendar weeks then remaining between the date of such Cash

Settlement Election and the Maturity Date (which number shall in no event be less than one (1)). In satisfaction of each Cash Settlement

Election, the Maker shall draw on the ELOC net proceeds in an amount equal to the Amortization Settlement Payment, and apply one hundred

percent (100%) of such net proceeds to the payment of the Amortization Settlement Payment, such draw or draws and the related payment

to be completed as promptly as practicable and permitted under the ELOC; provided that, if the Maker has not drawn gross proceeds equal

to the Amortization Settlement Payment and completed the related prepayment within twenty (20) Business Days following the related Cash

Settlement Election, the Maker shall pay the portion of the Amortization Settlement Payment in excess of the net proceeds so drawn and

applied in cash within two (2) Business Days thereafter. Upon the occurrence of an Amortization Trigger Event, the Holder may elect for

multiple Cash Settlement Elections while this Note remains outstanding. For the avoidance of doubt, the Holder’s rights under this

paragraph are in addition to, and not in lieu of, the Holder’s right to convert the Note pursuant to Section 3 and any other rights

or remedies of the Holder under this Note or the other Transaction Documents.

3.8

Prepayment from ELOC Proceeds. At any time while any portion of this Note remains outstanding, if the Maker receives any cash

proceeds from the ELOC, then, upon written notice from the Holder, the Maker shall apply twenty-five percent (25%) of the net cash proceeds

received from such draw towards the prepayment of the Note. The Maker shall make the required prepayment by wire transfer of immediately

available funds no later than two (2) Trading Days after the Maker’s receipt of the Holder’s written election. Any prepayment

pursuant to this Section 3.8 shall be applied first to accrued and unpaid interest and all other amounts then due and owing under the

Note and thereafter to the Outstanding Principal Amount thereof. Any principal prepaid shall be credited against the scheduled principal

payments due under this Note in inverse order of maturity. No prepayment premium shall apply to any prepayment made pursuant to this

Section 3.8. For the avoidance of doubt, amounts applied pursuant to Section 3.7 shall be applied before calculating or applying amounts

required under Section 3.8, and no proceeds shall be counted more than once.

3.9

Prepayment from ATM Offering Proceeds. At any time while any portion of this Note remains outstanding, if the Maker receives any

cash proceeds from an ATM Offering, including for the avoidance of doubt under any such offering that is a Permitted Aegis Financing,

then, upon written notice from the Holder, the Maker shall apply twenty-five percent (25%) of the net cash proceeds received from such

issuance or sale towards the prepayment of the Note. The Maker shall notify the Holder in writing not later than one (1) Trading Day

after an issuance or sale under an ATM Offering and shall provide written confirmation of the actual net cash proceeds received thereof.

The Maker shall make the required prepayment by wire transfer of immediately available funds no later than two (2) Trading Days after

the Maker’s receipt of the Holder’s written election. Any prepayment pursuant to this Section 3.9 shall be applied first

to accrued and unpaid interest and all other amounts then due and owing under the Note and thereafter to the Outstanding Principal Amount

thereof. Any principal prepaid shall be credited against the scheduled principal payments due under this Note in inverse order of maturity.

No prepayment premium shall apply to any prepayment made pursuant to this Section 3.9.

3.10

Prepayment from Other Future Raises. At any time while any portion of this Note remains outstanding, if the Maker receives any

cash proceeds from any debt or equity transaction other than the ELOC or an ATM Offering, including for the avoidance of doubt under

any such transaction that is a Permitted Aegis Financing, then, upon written notice from the Holder, the Maker shall apply thirty-five

percent (35%) of the net cash proceeds received from such transaction towards the prepayment of the Note. The Maker shall notify the

Holder in writing not later than one (1) Trading Day after the transaction and shall provide written confirmation of the actual net cash

proceeds received thereof. The Maker shall make the required prepayment by wire transfer of immediately available funds no later than

two (2) Trading Days after the Maker’s receipt of the Holder’s written election. Any prepayment pursuant to this Section

3.10 shall be applied first to accrued and unpaid interest and all other amounts then due and owing under the Note and thereafter to

the Outstanding Principal Amount thereof. Any principal prepaid shall be credited against the scheduled principal payments due under

this Note in inverse order of maturity. No prepayment premium shall apply to any prepayment made pursuant to this Section 3.10.

3.11

Restricted Payments. For so long as any portion of this Note remains outstanding, the Maker shall not directly or indirectly,

declare, authorize, pay, set aside or make any dividend or other distribution, whether in cash, securities, property or otherwise, on

any shares of capital stock or other Equity Interests of the Maker, or redeem, repurchase, retire or otherwise acquire for value any

shares of capital stock or other Equity Interests (as defined in the Purchase Agreement) of the Maker or any Subsidiary, in each case

without the prior written consent of the Holder.

3.12

No Rights as Shareholder. Except as expressly set forth hereunder, nothing contained in this Note shall be construed as conferring

upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as

a shareholder of the Maker in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter,

or any other rights as a shareholder of the Maker.

3.13

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder,

if the Company fails to deliver or cause the Transfer Agent to transmit to the Holder, Conversion Shares or any other shares pursuant

to a conversion on or before the Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an

open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Stock to deliver in satisfaction

of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”),

then the Company shall, at the Holder’s election, (A) pay in cash to the Holder the amount, if any, by which the Holder’s

total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds the amount obtained by multiplying

(x) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue

times (y) the price at which the sell order giving rise to such purchase obligation was executed, and (B) either reinstate the portion

of the Note and equivalent number of Conversion Shares for which such conversion was not honored (in which case such conversion shall

be deemed rescinded) or deliver to the Holder the number of Common Stock that would have been issued had the Company timely complied

with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price

of $11,000 to cover a Buy-In with respect to an attempted conversion of Common Stock with an aggregate sale price giving rise to such

purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the Holder

$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and

evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver Common Stock upon conversion of the Note as required

pursuant to the terms hereof.

ARTICLE

4.1

Covenants. For so long as any Note is outstanding, without the prior written consent of the Holder:

(a)

Compliance with Transaction Documents. The Maker shall, and shall cause its Subsidiaries to, comply with its obligations under

this Note and the other Transaction Documents.

(b)

Payment of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be

paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income,

profits, property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate,

have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment,

charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if

the Maker or such Subsidiaries shall have set aside on its books adequate reserves with respect thereto, and provided, further, that

the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings

to foreclose any lien which may have attached as security therefor.

(c)

Corporate Existence. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate

existence, rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably deemed to

be necessary to the conduct of its business.

(d)

Investment Company Act. The Maker shall conduct its businesses in a manner so that it will not be required to register as an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended.

(e)

Variable Rate Transaction Protection. The Maker shall not, directly or indirectly, issue, offer, sell, grant any option or right

to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase, or other disposition

of) any equity security or equity-linked security, including any debt, preferred shares or other instrument or security that is, at any

time during its life and under any circumstances, convertible into or exercisable or exchangeable for Common Stock or Common Stock Equivalents,

at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations

for, Common Stock at any time after the initial issuance of such debt, preferred shares or other instrument or security, or with a floating

conversion, exercise or exchange price or a conversion, exercise or exchange price subject to being reset at some future date after the

initial issuance of such debt, preferred shares or other instrument or security, or that is subject to or may be adjusted as a result

of a subsequent issuance or offering of Common Stock or Common Stock Equivalents, including by way of one or more reset(s) to a fixed

price, or that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including,

without limitation, a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”)

that provides for the issuance of additional equity securities of the Maker or the payment of cash by the Maker, and any of the foregoing

offerings or issuances (any such security or agreement, a “Variable Rate Transaction”); provided, however, that the issuance

of Common Stock issuable under the ELOC or an ATM Offering (both as defined in the Purchase Agreement) shall not constitute a Variable

Rate Transaction. In addition, for so long as any portion of the Note remains outstanding, the Maker shall not have in force and effect

any existing Variable Rate Transaction. The Holder shall be entitled to obtain injunctive relief against the Maker to preclude any such

issuance, which remedy shall be in addition to any right to collect damages.

4.2

Set-Off. This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.

4.3

Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing

usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest

permitted under applicable law. The Maker covenants (to the extent that it may lawfully do so) that it will not seek to claim or take

advantage of any law that would prohibit or forgive the Maker from paying all or a portion of the principal or interest, if any, on this

Note.

4.4

Registration of Conversion Shares. Following the occurrence of an Event of Default, to the extent that any Conversion Shares are

not registered for resale pursuant to an effective registration statement under the 1933 Act or may not be immediately resold under Rule

144 without restriction, the Company will as soon as practicable, but in no event later than ten (10) calendar days following the occurrence

of such Event of default, file a registration statement with the SEC to register such Conversion Shares for resale and shall thereafter

use its best efforts to cause such registration statement to be declared effective as promptly as practicable, but in no event later

than forty (40) calendar days following the occurrence of an Event of Default.

ARTICLE

5.1

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered

via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business

Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section

on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on

such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d)

upon actual receipt by the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase

Agreement.

5.2

Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of Wyoming, without giving effect to

any choice of law or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdictions) that would cause

the application of the laws of any jurisdictions other than the State of Wyoming. Each party agrees that all legal proceedings concerning

the interpretation, enforcement and defense of the transactions contemplated by this Note (whether brought against a party hereto or

its respective Affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively by arbitration to be

administered by Mediation and Civil Arbitration, Inc. d/b/a RapidRuling (www.rapidruling.com) in accordance with its Commercial Arbitration

Rules effective at the time a claim is made (the “Rules”), and judgment on the award rendered by the arbitrator(s) may be

entered in any court having jurisdiction thereof. Arbitrators shall be appointed by RapidRuling. The place of arbitration shall be New

York, New York, and any hearing shall be held via video or telephone conference. The parties hereto agree that no objection shall be

taken to the decision, order or award of the tribunal following any such hearing on the basis that the hearing was held by video or telephone

conference. The parties hereto consent to electronic service of process, with service to be made to the following email addresses the

Company: 1400 Lavaca Street, Austin, TX 7870, Email: hil@dstld.la, Attention: Hil Davis, with a copy to Lucosky Brookman LLP,

101 Wood Avenue South, Fifth Floor, Woodbridge, NJ 08830, Email: ewelch@lucbro.com and rsanchez@lucbro.com, Attention: Ned Welch

and Rodrigo Sanchez. All such service of process may come from the opposing party’s email listed here, efile@rapidruling.com. The

parties hereto shall list all said email addresses as “safe senders” (or other whitelist) and are responsible to check their

“SPAM” and “junk” type incoming messages on a daily basis. In any such arbitration award, the arbitrator shall

require the breaching party (if any), as finally determined by the arbitrator, to pay the non-breaching Party’s costs and expenses

(including such non-breaching party’s reasonable attorneys’ fees, arbitration costs, court costs, and other expenses) associated

with enforcing the Note and collecting any judgment related thereto. In the event that any provision of this Note is invalid or unenforceable

under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith

and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable

under any law shall not affect the validity or enforceability of any other provision of any agreement.

5.3

Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall

not constitute a part of this Note for any other purpose.

5.4

Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative

and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific

performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving

rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to

comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the

computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be

subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations

hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate.

Therefore, the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to

all other available rights and remedies, at law or in equity, to equitable relief, including but not limited to an injunction restraining

any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

5.5

Enforcement Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation,

reasonable and documented attorneys’ fees and expenses.

5.6

Binding Effect; Assignment. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors

and assigns of each such party, whether or not such successors or assigns are permitted by the terms herein. The Holder shall have the

right to assign this Note hereunder without notice to or the consent of the Maker.

5.7

Amendments; Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and

the Holder and approved by the Holder (as defined in the Purchase Agreement). No waiver of any default with respect to any provision,

condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or

a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right

hereunder in any manner impair the exercise of any such right.

5.8

Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s

own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose

of this Note in violation of securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped

or imprinted with a legend in substantially the following form:

“NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

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

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

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

SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

5.9

Reserved.

5.10

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privilege.

5.11

Maker Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any

part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands

and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number

of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to

any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all

without affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY

JURY.

(a)

No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall

operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on

any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b)

THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE

LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS

MAY DESIRE TO USE.

5.12

Definitions. Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the

purposes hereof, the following terms shall have the following meanings:

(a)

“Closing Price” means the closing price of the Common Stock on the Trading Market on the date of determination.

(b)

“Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing

(x) the sum of the VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day

period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination Event

Date, divided by (y) five (5). All such determinations shall be appropriately adjusted for any share dividend, share split, share combination,

recapitalization or other similar transaction during such period.

(c)

“Floor Price” means $0.09898, as subject to adjustment as provided herein.

(d)

“Indebtedness” shall have the same meaning as defined in the Purchase Agreement.

(e)

“Mandatory Default Amount” means an amount equal to 120% of the sum of the Outstanding Principal Amount, accrued interest

and all other amounts owing in respect of this Note.

(f)

“Outstanding Principal Amount” means, at the time of determination, the Principal Amount outstanding after giving

effect to any conversions or prepayments pursuant to the terms hereof.

(g)

“Significant Subsidiary” means any Subsidiary of the Company that constitutes, or any group of Subsidiaries of the

Company that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X

under the 1934 Act) of the Company.

(h)

“Trading Day” means a day on which the Common Stock are traded on a Trading Market.

(i)

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

Stock are then listed or quoted on a Trading Market, the daily volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock are then listed or

quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)),

(b) if the Common Stock are traded on OTCQB or OTCQX , the volume weighted average sales price of the Common Stock for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or

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

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

in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

[Signature

Page Follows]

[SIGNATURE

PAGE TO CONVERTIBLE PROMISSORY NOTE]

WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

DIGITAL

BRANDS GROUP, INC.

By:

Name:

Title:

EXHIBIT

FORM

OF CONVERSION NOTICE

(To

be Executed by the Registered Holder in order to Convert the Note)

The

undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the Convertible Promissory Note issued

to the Holder on July 23, 2026, by Digital Brands Group, Inc. (the “Maker”) into Common Stock of the Maker according to the

conditions hereof, as of the date written below.

Date

of Conversion:

Conversion

Price:

Number

of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:

[HOLDER]

By:

Name:

Title:

Address:

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

EQUITY

PURCHASE AGREEMENT

THIS

EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 23, 2026 (the “Execution Date”),

by and between Digital Brands Group Inc., a corporation incorporated in the State of Nevada (the “Company”) and the

investor (the “Investor”).

RECITALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and

sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to One Hundred Million

Dollars ($100,000,000.00) (the “Facility Amount”) of the Company’s Common Stock (as defined below), subject

to increase as set forth hereunder;

NOW,

THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

ARTICLE

CERTAIN

DEFINITIONS

Section

1.1 RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated

in and made a part of this Agreement.

Section

1.2 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such

meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate”

shall have the meaning set forth in Section 3.5.

“Agreement”

shall have the meaning specified in the preamble hereof.

“Available

Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each

successful Closing, each time the Investor purchases Put Shares.

“Average

Daily Trading Volume” shall mean the average trading volume of the Common Stock on the applicable Trading Days.

“Bankruptcy

Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Beneficial

Ownership Limitation” shall have the meaning specified in Section 7.1(g).

“Claim

Notice” shall have the meaning specified in Section 9.3(a).

“Clearing

Costs” shall mean all of the Investor’s broker fees, trading commissions, and Transfer Agent fees.

“Clearing

Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.

“Closing”

shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3.

- 1 -

“Closing

Date” shall mean the date of any Closing hereunder.

“Commitment

Period” shall mean the period commencing on the Execution Date, and ending on the earlier of: (i) the date on which the Investor

shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount; (ii) July 23, 2029; (iii) provided

that the Registration Statement shall have been previously declared effective by the SEC and no balance remains outstanding on the Note

(as defined in the Securities Purchase Agreement), the written notice of termination by the Company to the Investor (which shall not

occur during a Standstill Period); or (iv) written notice of termination by the Investor to the Company pursuant to Section 6.1

or Section 10.6.

“Commitment

Shares” means Common Stock issued by the Company to the Investor pursuant to Section 6.4 (including, for the avoidance

of doubt, any True-Up Commitment Shares).

“Common

Stock” means the common stock of the Company, having a par value per share of $0.0001, and any shares of any other class of

common stock of the Company whether now or hereafter authorized, having the right to participate in the distribution of dividends (as

and when declared) and assets (upon liquidation of the Company).

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company”

shall have the meaning specified in the preamble to this Agreement.

“Company

Termination Notice” shall have the meaning specified in Section 10.6.

“Confidential

Information” means any information disclosed by either party to this Agreement, or their Affiliates, agents or representatives,

to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including,

without limitation, documents, formulae, business information, trade secrets, technology, strategies. prototypes, samples, plant and

equipment), which may or may not be designated as “Confidential,” “Proprietary” or some similar designation.

Information communicated orally shall be considered Confidential Information. Confidential Information may also include information disclosed

by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally

available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally

available after disclosure by the disclosing party to the receiving party through no fault, action or inaction of the receiving party;

(iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving

party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party

without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without

use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the

receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party

gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting

the information from public disclosure.

“Current

Report” shall have the meaning set forth in Section 6.3.

“Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

- 2 -

“Damages”

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Dispute

Period” shall have the meaning specified in Section 9.3(a).

“Disqualification

Event” shall have the meaning specified in Section 4.27.

“DTC”

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST

Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC”

shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC

Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements,

including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the

DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares

or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting

or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.

“DWAC

Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Eligible

Market” means the Principal Market or any nationally recognized exchange upon which the Common Stock is listed.

“Environmental

Laws” shall have the meaning set forth in Section 4.14.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Cap” shall have the meaning set forth in Section 6.14.

“Execution

Date” shall have the meaning set forth in the preamble to this Agreement.

“FINRA”

shall mean the Financial Industry Regulatory Authority, Inc.

“Indemnified

Party” shall have the meaning specified in Section 9.2.

- 3 -

“Intellectual

Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service

names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets

or other intellectual property rights.

“Intraday

Purchase Price” shall mean ninety-five percent (95%) of the lowest traded price during the Intraday Valuation Period.

“Intraday

Put” shall mean the right of the Company to require the Investor to purchase Common Stock at the Intraday Purchase Price, subject

to the terms and conditions of this Agreement.

“Intraday

Put Notice” shall mean a written notice, substantially in the form of Exhibit B hereto, addressed to the Investor and

setting forth the amount of Put Shares which the Company requests the Investor to purchase in an Intraday Put (which shall not exceed

the applicable Maximum Aggregate Put Amount) pursuant to the terms of this Agreement

“Intraday

Valuation Period” shall mean the period beginning at the time that is 10 minutes after the time (rounded up to the nearest

full minute) of the email confirmation from the Transfer Agent to the Investor’s broker that the Transfer Agent is processing for

issuance the Intraday Put Shares, with the Investor copied on such email (“Intraday Valuation Period Start Time”),

and ending at the later to occur of (i) expiration of 30 minutes after the Intraday Valuation Start Time and (ii) the time when the aggregate

trading volume during one or more Trading Days since the Intraday Valuation Period Start Time equals or exceeds one thousand percent

(1,000%) of the number of Put Shares purchased by the Investor pursuant to the relevant Intraday Put Notice, as the case may be, but

in no event later than the same time of day as the Intraday Valuation Start Time on the fifteenth (15th) Trading Day after the Intraday

Valuation Start Time.

“Intraday

Valuation Period Start Time” shall have the meaning specified in the definition of Intraday Valuation Period.

“Investment

Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Purchase

Price.

“Investor”

shall have the meaning specified in the preamble to this Agreement.

“Issuer

Covered Person” shall have the meaning specified in Section 4.27.

“Lien”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.

“Material

Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and/or

the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation

that would prohibit or otherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform

its obligations under any Transaction Document and which shall be deemed to include any investigation of the Company, its directors or

its officers by the SEC.

“Maximum

Commitment Amount” shall mean up to One Hundred Million Dollars ($100,000,000.00) (the “Facility Size”).

“Maximum

Aggregate Put Amount” shall mean the lesser of: (i) one hundred percent (100%) of the Average Daily Trading Volume over the

five (5) Trading Days preceding the applicable Put Date; (ii) thirty percent (30%) of the daily trading volume over the applicable Put

Date; and (iii) the quotient obtained by dividing (x) Five Hundred Thousand Dollars ($500,000) by (y) the closing price on the applicable

Put Date (in each case to be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar

transaction during the applicable period). The Maximum Aggregate Put Amount may be waived by the Investor in its sole discretion.

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Pre-Funded

Warrants” shall have the meaning specified in Section 6.4(a).

- 4 -

“Principal

Market” shall mean the Nasdaq Capital Market, provided however, that in the event the Common Stock are ever listed or traded

on the Nasdaq Global Select Market, the Nasdaq Global Market, the New York Stock Exchange, or the NYSE American, then the “Principal

Market” shall mean such other market or exchange on which the Common Stock are then listed or traded to the extent such other market

or exchange is the principal trading market or exchange for the Common Stock.

“Purchase

Price” shall mean either the Regular Purchase Price or the Intraday Purchase Price, as applicable.

“Put”

shall mean either a Regular Put or an Intraday Put.

“Put

Notice” shall mean either a Regular Put Notice or an Intraday Put Notice.

“Put

Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section

2.1(c) or delivered pursuant to Section 2.2(a).

“Put

Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put

Notice in accordance with the terms and conditions of this Agreement.

“Registration

Rights Agreement” means that agreement in the form attached hereto as Exhibit C.

“Registration

Statement” shall have the meaning specified in Section 6.3.

“Regular

Purchase Price” shall mean ninety-five percent (95%) of the lowest daily VWAP of the Common Stock on the Principal Market during

the Valuation Period.

“Regular

Put” shall mean the right of the Company to require the Investor to purchase Common Stock at the Regular Purchase Price, subject

to the terms and conditions of this Agreement.

“Regular

Put Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and

setting forth the amount of Put Shares which the Company intends to require the Investor to purchase in a Regular Put (which shall not

exceed the Maximum Aggregate Put Amount unless otherwise waived by the Investor) pursuant to the terms of this Agreement.

“Regular

Put Notice Delivery Window” shall have the meaning specified in Section 2.1(c).

“Regular

Valuation Period” shall mean the period of three (3) consecutive Trading Days immediately following the applicable Put Date

for a Regular Put.

“Regulation

D” shall mean Regulation D promulgated under the Securities Act.

“Rule

144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.

“Rule

144 Eligible” shall have the meaning specified in Section 6.4(b).

“Rules”

shall have the meaning specified in Section 10.2.

“SEC”

or “Commission” shall mean the United States Securities and Exchange Commission.

“SEC

Documents” shall have the meaning specified in Section 4.5.

- 5 -

“Securities”

means, collectively, the Put Shares and the Commitment Shares.

“Securities

Act” shall mean the Securities Act of 1933, as amended.

“Share

Delivery Deadline” shall mean either the Regular Share Delivery Deadline or the Intraday Share Delivery Deadline.

“Short

Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act or any hedging

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

“Standstill

Period” shall have the meaning specified in Section 6.13.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any

successor entity), including, without limitation Rule 5635, from the stockholders of the Company, or board of directors in lieu thereof,

with respect to issuance of the Put Shares in excess of 19.99% of the Company’s outstanding shares.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Third

Party Claim” shall have the meaning specified in Section 9.3(a).

“Trading

Day” means any full trading day (beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time) on

the Principal Market or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market.

“Transaction

Documents” shall mean this Agreement, the Registration Rights Agreement, the Transfer Agent Instruction Letter, and all schedules

and exhibits hereto and thereto.

“Transfer

Agent” shall mean ClearTrust LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer

Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue

the Put Shares and the Commitment Shares pursuant to the Transaction Documents in the form of Exhibit D attached hereto.

“True-Up

Commitment Shares” shall have the meaning specified in Section 6.4(b).

“True-Up

Commitment Share Reference Price” shall have the meaning specified in Section 6.4(b).

“Valuation

Period” shall mean either the Regular Valuation Period or the Intraday Valuation Period, as applicable.

“Variable

Rate Transaction” shall have the meaning specified in Section 6.2.

“VWAP”

means, for the Common Stock as of any Trading Day, the dollar volume-weighted average price for the Common Stock on the Principal Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) during the period beginning at 9:30 a.m., New

York City time, or such other time publicly announced by the Principal Market (or by such Eligible Market, as applicable) as the official

open (or commencement) of trading on the Principal Market (or on such Eligible Market, as applicable) on such Trading Day, and ending

at 4:00 p.m., New York City time, or such other time publicly announced by the Principal Market (or by such Eligible Market, as applicable)

as the official close of trading on the Principal Market (or on such Eligible Market, as applicable) on such Trading Day, as reported

by Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties). All such

determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar

transaction during such period.

- 6 -

ARTICLE

PURCHASE

AND SALE OF COMMON STOCK

Section

2.1 REGULAR PUTS.

(a)

Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company

shall have the right, but not the obligation, from time to time during the Commitment Period, to direct the Investor to process a Regular

Put by its delivery to the Investor of a Regular Put Notice, together with a Transfer Agent Instruction Letter with a simultaneous copy

to the Investor, as set forth below, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each

instance unless waived by the Investor in its sole discretion (i) the Put Shares are not more than the Maximum Aggregate Put Amount for

any Regular Put; (ii) the aggregate Investment Amount of all Puts (including such Regular Put) shall not exceed the Maximum Commitment

Amount; and (iii) all Put Shares resulting from prior submitted Put Notices for all Puts have been delivered. Without limiting the foregoing,

each Regular Put Notice shall be accompanied by a Transfer Agent Instruction Letter, which the Company shall deliver to the Transfer

Agent (with a simultaneous copy to the Investor by email) within fifteen (15) minutes of the delivery of such Regular Put Notice. In

the event the Company fails to deliver the Transfer Agent Instruction Letter to the Transfer Agent within such fifteen (15) minute period,

the Investor shall be authorized to deliver the Transfer Agent Instruction Letter to the Transfer Agent on the Company’s behalf,

and such delivery shall be deemed authorized and effective as if made by the Company.

(b)

At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may cause a Regular

Put by delivering a Regular Put Notice to the Investor via email, subject to satisfaction of the conditions set forth in Section 2.1,

Section 7.1 and otherwise provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC

Shares to the Investor as required pursuant to Section 2.3(a).

(c)

A Regular Put Notice shall be deemed delivered on a Trading Day if it is received by e-mail by the Investor if such notice is received

on or after 4:00 p.m. New York City time and prior to 6:30 p.m. New York City time on such Trading Day (“Regular Put Notice Delivery

Window”). If a Regular Put Notice is not received by the Investor during a Regular Put Notice Delivery Window, the Regular Put

Notice will be deemed withdrawn, unless the Investor waives this requirement in writing (including by e-mail).

(d)

If the closing price of the Common Stock on the Principal Market (or on such Eligible Market, as applicable) on the Trading Day the Put

Notice is received is less than $0.50 per share, the Regular Put Notice will be deemed withdrawn, unless the Investor waives this requirement

in writing (including by e-mail).

(e)

The Purchase Price of the Put Shares purchased by the Investor pursuant to each Regular Put Notice shall be the Regular Purchase Price.

- 7 -

Section

2.2 INTRADAY PUTS.

(a)

Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), after delivery of

a Regular Put Notice and prior to the end of the associated Regular Valuation Period, provided that the aggregate number of Put Shares

issued pursuant to such Regular Put Notice(s) equals at least ninety percent (90%) of the applicable Maximum Aggregate Put Amount, the

Company may deliver to the Investor one or more Intraday Put Notices, together with a Transfer Agent Instruction Letter with a simultaneous

copy to the Investor. Each Intraday Put Notice shall be subject to the conditions that, notwithstanding any other terms of this Agreement,

in each instance unless waived by the Investor in its sole discretion: (i) the Intraday Put Shares, together with all other Put Shares

issued during the applicable Regular Valuation Period, are not more than the applicable Maximum Aggregate Put Amount; (ii) the aggregate

Investment Amount of all Puts (including such requested Intraday Put) shall not exceed the Maximum Commitment Amount and (iii) all Put

Shares resulting from prior submitted Put Notices for all Puts have been delivered. Without limiting the foregoing, each Intraday Put

Notice shall be accompanied by a Transfer Agent Instruction Letter, which the Company shall deliver to the Transfer Agent (with a simultaneous

copy to the Investor by email) within fifteen (15) minutes of the Investor’s acceptance of such Intraday Put Notice. In the event

the Company fails to deliver the Transfer Agent Instruction Letter to the Transfer Agent within such fifteen (15) minute period, the

Investor shall be authorized to deliver the Transfer Agent Instruction Letter to the Transfer Agent on the Company’s behalf, and

such delivery shall be deemed authorized and effective as if made by the Company. For clarity, the Company may issue, and the Investor

may accept, multiple Intraday Put Notices during a Trading Day.

(b)

The Company may cause an Intraday Put by delivering an Intraday Put Notice to the Investor by email to the Investor, which notice shall

state a number of additional Put Shares (“Intraday Put Shares”) that the Company desires to sell to the Investor on that

same Trading Day and request the Investor’s acceptance of an Intraday Put to be executed and priced in accordance with this Section

2.2(b), subject to satisfaction of the conditions set forth in Section 2.2, Section 7.1 and otherwise provided in this

Agreement. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor as required pursuant to

Section 2.3(a).

(c)

The Purchase Price of the Put Shares purchased by the Investor pursuant to each Intraday Put Notice shall be the Intraday Purchase Price.

Section

2.3 CLOSINGS.

(a)

TIMING. (i) The Clearing Date of a Regular Put shall occur on the Trading Day following the delivery of the applicable Regular Put Notice

in accordance with Section 2.1(c). On the Clearing Date, the Company shall deliver or cause to be delivered the applicable Put Shares

as DWAC shares to the Investor no later than 9:30 a.m. (New York City Time) (the “Regular Share Delivery Deadline”). The

Closing of a Regular Put shall occur two (2) Trading Days following the end of the Regular Valuation Period. In addition, on or prior

to any such Closing or on the date of the delivery of the applicable Regular Put Notice, as required pursuant to Section 7.1, each of

the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably

requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein

(ii)

With respect to an Intraday Put accepted by the Investor pursuant to Section 2.2(b), the Company will deliver the relevant Transfer

Agent Instruction Letter as promptly as practicable following its receipt of the Investor’s acceptance of the relevant Intraday

Put Notice, with a copy to the Investor by email; the Company will use all commercially reasonable efforts to cause the Transfer Agent

to deliver email confirmation to the Investor’s broker, with the Investor copied on such email, that the Transfer Agent is processing

for issuance such Intraday Put Shares within one (1) hour following its receipt of such acceptance, and the “Intraday Share

Delivery Deadline” shall be the time that is two (2) hours after the Investor’s receipt of confirmation from the Transfer

Agent that it has received the relevant Transfer Agent Instruction Letter, rounded up to the nearest full minute.

(iii)

In addition to any other rights available to the Investor, if the Company fails to cause the Transfer Agent to transmit the Put Shares

pursuant to a Put Notice before the applicable Share Delivery Deadline, the Investor may elect to deem such Put Notice rescinded.

- 8 -

(iv)

Payment of the Investment Amount minus the Clearing Costs related to any applicable Put Notice shall be made by the Investor by wire

transfer of immediately available funds to an account designated by the Company not later than two (2) Trading Days following the end

of the applicable Valuation Period, as may be adjusted for any credit of a Cover Price available to the Investor in accordance with Section

2.3(b).

(b)

Compensation for Failure to Timely Deliver PUT Shares. In addition to any other rights

available to the Investor, if the Company fails to cause the Transfer Agent to transmit the Put Shares pursuant to the applicable Put

Notice before the applicable Share Delivery Deadline, and if after such Share Delivery Deadline the Investor purchases (in an open market

transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Put Shares that the Investor

anticipated receiving from the Company in respect of such applicable Put Notice, then the Company shall, within two (2) Trading Days

after the Investor’s request, which such request shall be made within two (2) Trading Days following the Share Delivery Deadline,

either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions,

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

Put Shares shall terminate, (ii) promptly honor its obligation to deliver to the Investor such Put Shares as DWAC Shares and pay cash

to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Investment Amount paid by the Investor in

connection with such applicable Put Notice, or (iii) be deemed to have accepted notice that such Cover Price shall be credited as the

Investment Amount to be paid in respect of one or more subsequent Put Notices, in the discretion of the Investor. The Investor shall

provide the Company with written notice indicating the amounts payable to the Investor in respect of the Cover Price and evidence of

the amount of such amounts payable. Nothing herein shall limit the Investor’s right to pursue a decree of specific performance

and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock in connection with a Put

Notice.

(c)

RETURN OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount,

then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put (to the extent such shares have

not yet been sold by the Investor), and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs incurred related

to the return of such Put Shares. To the extent any such surplus Put Shares have been sold prior to such return request, the Investor

shall remit to the Company the lesser of (a) the net sale proceeds of such surplus shares, less any Clearing Costs and (b) the aggregate

Purchase Price applicable to such surplus shares.

(d)

RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that during any Regular Valuation Period or Intraday Valuation Period,

the Investor may contract for, or otherwise effect, the resale of the subject purchased Put Shares to third parties.

- 9 -

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES OF INVESTOR

The

Investor represents and warrants to the Company that as of the Execution Date, each date a Put Notice is submitted, and at each Closing

Date, that:

Section

3.1 INTENT. 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. The Investor agrees not to sell, hypothecate or

otherwise transfer the Securities except pursuant to the Registration Statement in which the resale of such Securities is registered

under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement,

and in a manner in compliance with all applicable federal and state securities laws, rules and regulations, or an exemption from such

registration is available. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person

to sell or distribute any of the Shares. The Investor is acquiring the Shares hereunder in the ordinary course of its business.

Section

3.2 NO LEGAL OR TAX ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement

and the transactions contemplated by this Agreement with its own legal counsel, investment ,and tax advisors. Except with respect to

the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors

and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice

with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section

3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor

has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.

The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

Section

3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of

this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have

been duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document

to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,

will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies

or by other equitable principles of general application.

Section

3.5 NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer, director or “affiliate” (as

such term is defined in Rule 405 of the Securities Act) of the Company.

Section

3.6 ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws of

the jurisdiction of its formation with full right, limited liability company power and authority to enter into and to consummate the

transactions contemplated by this Agreement and the other Transaction Documents.

- 10 -

Section

3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation

of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any

law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture,

instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict

with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such

indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require

the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or

legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section

3.8 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,

television advertisement or any other form of general solicitation or advertisement regarding the Securities within the meaning of

Regulation D.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

The

Company represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution

Date, each date a Put Notice is submitted and at each Closing Date:

Section

4.1 ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing under the

laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business

as currently conducted. 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. Each of the Company and the Subsidiaries is not in violation

or 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 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this

Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the

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

action and no further consent or authorization of the Company or its board of directors or stockholders is required. Each of this Agreement

and the other Transaction Documents 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, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies

or by other equitable principles of general application.

- 11 -

Section

4.3 CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company is expected to be as set forth on Schedule

4.3. Except as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic

report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,

the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the

conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the

Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3, and except as a result of

the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments

of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or

giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.

The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person

(other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange

or reset price under any of such securities. There are no stockholders’ agreements, voting agreements or other similar agreements

with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among

any of the Company’s stockholders.

Section

4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,

and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such

registration. The Company has not, in the twelve (12) months preceding the Execution Date, received notice from the Principal Market

to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company

is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance

requirements.

Section

4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to

be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

one (1) year preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material)

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred

to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has

filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules

and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material

fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents

comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance

with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise

indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may

not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of

the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of

unaudited statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting controls

appropriate for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other

off balance sheet entity that is not disclosed by the Company in its financial statements or otherwise that would be reasonably likely

to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or

counsel with any information that it believes constitutes or might constitute material, non- public information. The Company understands

and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

- 12 -

Section

4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions

on transfer provided for in the Transaction Documents and under the Securities Act.

Section

4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company,

and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance

of the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s

certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material

default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any

Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar

agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,

order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or

by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect),

nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is

not being conducted in violation of any law, ordinance or regulation of any governmental entity. The Company is not required under federal,

state or local 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 or the other

Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company in connection

with the issuance of the Commitment Shares or subsequent to any Closing or any registration statement that may be filed pursuant hereto);

provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the

relevant representations and agreements of Investor herein.

Section

4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary

that has not been disclosed in subsequent SEC filings.

Section

4.9 LITIGATION AND OTHER PROCEEDINGS. Except as set forth in the disclosure schedule, there are no actions, suits, investigations,

inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or

any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry

or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act.

No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court,

arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company,

there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary, or any current or former director

or officer of the Company or any Subsidiary.

Section

4.10 REGISTRATION RIGHTS. Except as set forth in Schedule 4.10, no Person (other than the Investor) has any right to cause the

Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

- 13 -

Section

4.11 INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s

length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. 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 the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its

representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely

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

decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives

and advisors.

Section

4.12 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any Subsidiary, nor any of their respective Affiliates,

nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of

Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, any Subsidiary, nor

any of their respective Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any

security or solicited any offers to buy any security, under circumstances that would require registration of the offer and sale of any

of the Securities under the Securities Act, whether through integration with prior offerings or otherwise.

Section

4.13 INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary 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. None

of the Company’s, nor any Subsidiary’s Intellectual Property has expired or terminated, or, by the terms and conditions thereof,

could expire or terminate within three years from the date of this Agreement if such expiration or termination could reasonably be expected

to have a Material Adverse Effect. The Company does not have any knowledge of any infringement by the Company and/or any Subsidiary of

any material Intellectual Property 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 and/or any Subsidiary regarding the infringement of any Intellectual Property, which could reasonably be expected

to have a Material Adverse Effect.

Section

4.14 ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any and all

applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment

or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all

permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii)

is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing

clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section

4.15 TITLE. The Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it and good

and marketable title in all personal property owned by it that is material to the business of the Company and each Subsidiary, in each

case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company or any Subsidiary and Liens for the payment of federal, state

or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease

by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance with

such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by

the Company or any Subsidiary.

- 14 -

Section

4.16 INSURANCE. The Company and each Subsidiary is 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 each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or applied for,

and the Company has no reason to believe that it or any Subsidiary 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company,

taken as a whole.

Section

4.17 REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits issued

by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor

any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization

or permit.

Section

4.18 TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material tax returns,

reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company has set

aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other

governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,

except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes

for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

Section

4.19 TRANSACTIONS WITH AFFILIATES. Except as set forth in Schedule 4.19, none of the officers or directors of the Company or any

Subsidiary, and to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction

with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement

or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,

or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in

which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each

case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end for the

last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for

expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under

any stock option plan of the Company.

Section

4.20 APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of directors have taken or will take prior to the Execution

Date 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 articles of incorporation or the laws of

the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this

Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.

Section

4.21 FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of the Company, any agent or other Person

acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,

entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign

or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)

failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which

the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices

Act of 1977, as amended.

- 15 -

Section

4.22 SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are

applicable to it.

Section

4.23 CERTAIN FEES. Except as set forth in the disclosure schedule, no brokerage or finder’s fees or commissions are or will

be payable by the Company 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 any Persons for fees of a type contemplated in this Section 4.23 that

may be due in connection with the transactions contemplated by the Transaction Documents.

Section

4.24 INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company Act

of 1940, as amended.

Section

4.25 ACCOUNTANTS. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such

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

Section

4.26 NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their

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.

Section

4.27 NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director,

executive officer, other officer of the Company or any Subsidiary 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)

under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)

or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject

to a Disqualification Event.

Section

4.28 MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT

ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the

laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but

not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With

Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in

31 CFR, Subtitle B, Chapter V.

- 16 -

Section

4.29 ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company, nor any Subsidiary has, nor, to the best

of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,

agents or other representatives of the Company, any Subsidiary or any other business entity or enterprise with which the Company is or

has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property,

or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization,

or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving

the direct or indirect use of funds of the Company.

Section

4.30 SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is

subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required

to be filed by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding twelve (12) months, and, as of a date at least

one year prior to the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3)

of the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities

Act.

Section

4.31 ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver any disclosure schedule contemplated

by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to read

as follows: “Nothing to Disclose”, and (ii) the Investor has not otherwise waived delivery of such disclosure schedule.

Section

4.32 NO EVENT OF DEFAULT. No Event of Default (as defined in the Form of Note), and no event that with notice or lapse of time

or both would constitute an Event of Default, has occurred and is continuing.

ARTICLE

COVENANTS

OF INVESTOR

Section

5.1 SHORT SALES. Neither the Investor, nor any Affiliate of the Investor acting on its behalf or pursuant to any understanding

with it, will in any manner whatsoever, directly or indirectly, participate in or execute any (i) Short Sales during the period from

the Execution Date to the end of the Commitment Period or (ii) hedging transaction that would create a net short position with respect

to the shares of Common Stock. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice

of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.

ARTICLE

COVENANTS

OF THE COMPANY

Section

6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Commitment Shares to be

issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use its best efforts to maintain,

so long as the Common Stock shall be so listed, the listing of all such Put Shares and Commitment Shares from time to time issuable hereunder.

The Company shall use its best efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without

limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing and

other obligations under the bylaws or rules of FINRA and the Principal Market. The Company shall not take any action that would reasonably

be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in

no event later than the following Trading Day after receiving such notice, provide to the Investor copies of any notices it receives

from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market. The Company shall pay all

fees and expenses in connection with satisfying its obligations under this Section 6.1. The Company shall take all action necessary

to ensure that the Common Stock can be transferred electronically as DWAC Shares. If the Company receives a final non-appealable delisting

notice from the Principal Market or if the Common Stock fails to be listed on an Eligible Market, then the Investor may terminate its

obligations under this Agreement by written notice to the Company and may deem any outstanding Put Notice as withdrawn.

- 17 -

Section

6.2 OTHER EQUITY LINES AND TRANSACTIONS. So long as this Agreement remains in effect, the Company covenants and agrees that it

will not, without the prior written consent of the Investor, enter into any other Equity Line of Credit (as defined below) or Variable

Rate Transaction (as defined below) with any other party. “Equity Line of Credit” shall mean any transaction involving a

written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities

to the investor or underwriter over an agreed period of time and at an agreed price or price formula. “Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive, additional Common Stock either (A) at a conversion price, exercise price or exchange

rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Common Stock at any time after

the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being

reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent

events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) issues securities at

a future determined price. For the avoidance of doubt, the issuance of shares of Common Stock by the Company pursuant to (x) an ATM Offering,

or (y) the Note (both as defined in Securities Purchase Agreement, dated as of July 23, 2026, between the Company and the Investor thereto,

shall not constitute a Variable Rate Transaction.

Section

6.3 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including

certain Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions

contemplated by, and describing the material terms and conditions of, such Transaction Documents (the “Current Report”).

The Company shall permit the Investor to review and comment upon the pre-filing draft version of the Current Report at least two (2)

Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor

shall use its reasonable best efforts to comment upon the pre-filing draft version of the Current Report within one (1) Trading Day from

the date the Investor receives it from the Company. The Company shall also file with the SEC a new registration statement on Form S-1

(the “Registration Statement”), the timing and terms of which shall be governed by Section 2 of the Registration Rights

Agreement.

Section

6.4 COMMITMENT FEE; ISSUANCE OF COMMITMENT SHARES; FAILURE TO INCLUDE IN REGISTRATION STATEMENT.

(a)

In consideration for the Investor’s execution and delivery of, and performance under this Agreement, on the Execution Date, the

Company shall pay to the Investor an amount equal to 1.0% of the Facility Size (the “Commitment Fee”), which shall

be in the form of shares of Common Stock. All shares of Common Stock issued by the Company to the Investor under this Section 6.4

shall be referred to as “Commitment Shares.” The Commitment Shares shall be issued and delivered to the Investor on

the Execution Date, and the number of Commitment Shares to be issued to the Investor on the Execution Date shall be equal to the quotient

obtained by dividing (a) the Commitment Fee amount by (b) the closing price of the Common Stock on the Principal Market on the

Trading Day immediately preceding the Execution Date (the “Commitment Share Reference Price”). The Investor may, at

its option, elect to receive in lieu of any or all of the Commitment Shares (including True-Up Commitment Shares, as defined below) pre-funded

warrants to purchase an equal number of shares of Common Stock exercisable at $0.0001 per share, permitting cashless (net) exercise and

with no termination date, and in form and substance reasonably acceptable to the Investor (the “Pre-Funded Warrants”). (To

the extent that the Investor receives Pre-Funded Warrants pursuant to this Section, the term “Commitment Shares” as used

in this Agreement and the Registration Rights Agreement shall include the shares issuable upon exercise of such Pre-Funded Warrants.)

- 18 -

(b)

Upon the earlier of (i) the Commitment Shares becoming eligible for resale pursuant to Rule 144 under the Securities Act (“Rule

144 Eligible”) or (ii) the effectiveness of the Registration Statement covering the resale of the Commitment Shares, if the True-Up

Commitment Share Reference Price is less than the Commitment Share Reference Price (in each case, as appropriately adjusted for any stock

dividend, stock split, stock combination, recapitalization or similar transaction occurring in the interim), the Company shall immediately

issue and deliver to the Investor such number of additional Commitment Shares (the “True-Up Commitment Shares”) as is necessary

so that the aggregate number of Commitment Shares issued equals the quotient obtained by dividing $1,000,000 by the True-Up Commitment

Share Reference Price. For purposes hereof, the “True-Up Commitment Share Reference Price” means (A) if the Registration

Statement becomes effective prior to 4:00 p.m. (New York City time) on a Trading Day, the lowest of (i) the closing price of the Common

Stock on the Principal Market on the Trading Day immediately preceding such effectiveness and (ii) closing price of the Common Stock

on the Principal Market on the second Trading Day preceding the Trading Day such effectiveness, or (B) if the Registration Statement

becomes effective at or after 4:00 p.m. (New York City time), the lowest of (i) the closing price of the Common Stock on the Principal

Market on the Trading Day on which such effectiveness occurs, and (ii) closing price of the Common Stock on the Principal Market on the

Trading Day preceding the Trading Day on which such effectiveness occurs; provided, however, that if the initial Commitment Shares become

Rule 144 Eligible prior to the effectiveness of the Registration Statement, the True-Up Commitment Share Reference Price shall be the

closing price of the Common Stock on the Principal Market on the Trading Day immediately preceding the date on which the initial Commitment

Shares become Rule 144 Eligible.

(c)

For the avoidance of doubt, the Commitment Fee and Commitment Shares shall be fully earned as of the Execution Date, and the issuance

of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness of the

Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of this

Agreement.

(d)

To the extent that the issuance of Commitment Shares to the Investor would exceed the Beneficial Ownership Limitation as set forth in

Section 7.1(g), the Investor shall be issued pre-funded warrants to purchase the number of shares of Common Stock by which the Commitment

Shares otherwise to be issued would exceed such limitation.

(e)

On the Execution Date, the Company shall deliver to the Transfer Agent the Transfer Agent Instruction Letter duly executed by the Company

and the Transfer Agent. The Company and the Investor agree (i) that the Investor may issue one or more Notices of Issuance (as defined

in the Transfer Agent Instruction Letter) instructing the Transfer Agent to issue to the Investor True-Up Commitment Shares due to the

Investor, provided that all Notices of Issuance in the aggregate do not exceed the total number of True-Up Commitment Shares calculated

as set forth above, and (ii) that all calculations by the Investor of the number of True-Up Commitment Shares to be issued shall be deemed

correct absent manifest error.

(f)

The Company shall include in the Registration Statement filed with the SEC all Commitment Shares, provided that, in addition to all other

remedies at law or in equity or otherwise under this Agreement, failure to do so will result in liquidated damages of $250,000.00 becoming

immediately due and payable to the Investor at its election in the form of cash payment, together with additional liquidated damages

of $25,000.00 for each thirty (30)-day period (or portion thereof) during which such failure continues, with all such amounts bearing

interest at the greater of (i) 12% per annum or (ii) the maximum rate permitted by law from the date due until paid in full, and the

Investor may terminate its obligations under this Agreement by written notice to the Company. The Company acknowledges and agrees

that the foregoing amounts represent a reasonable estimate of the damages the Investor would suffer as a result of such failure, which

damages would be difficult to ascertain with precision.

- 19 -

Section

6.5 DUE DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION. The Investor shall have the right, from time to time as the Investor

may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company, each Subsidiary

and their respective officers and employees shall provide information and reasonably cooperate with the Investor in connection with any

reasonable request by the Investor related to the Investor’s due diligence of the Company. The Company agrees not to disclose any

Confidential Information of the Investor to any third party, except for attorneys, accountants, advisors who have a need to know such

Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than

in connection with, or in furtherance of, the transactions contemplated hereby. The Company acknowledges that the Confidential Information

of the Investor shall remain the property of the Investor and agrees that it shall take all reasonable measures to protect the secrecy

of any Confidential Information disclosed by the Investor. The Company confirms that neither it nor any other Person acting on its behalf

shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information,

unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of

a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment

of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor, upon the advice

of its counsel, 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; provided the Investor shall have first provided notice

to the Company that it believes it has received information that constitutes material, non-public information, and the Company shall

have had at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure by the

Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor

shall not have any liability to the Company, any Subsidiary, or any of their respective directors, officers, employees, stockholders,

affiliates or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing

covenants in effecting transactions in securities of the Company.

Section

6.6 PURCHASE RECORDS. The Company shall maintain records showing the Available Amount at any given time and the date, Investment

Amount and Put Shares for each Put, contained in the applicable Put Notice.

Section

6.7 TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance

and delivery of any shares of Common Stock to the Investor made under this Agreement.

Section

6.8 USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder for general working capital.

Section

6.9 OTHER TRANSACTIONS. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement

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

Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver

the Put Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.

Section

6.10 Reserved

Section

6.11 INTEGRATION. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution Date, neither

the Company, nor or any of its Subsidiaries or Affiliates will, and the Company shall use its reasonable efforts to ensure that no Person

acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security,

under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act.

- 20 -

Section

6.12 TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copies of all of the Transaction

Documents.

Section

6.13 STANDSTILLS. Unless waived by the Investor, notwithstanding any other provisions set forth in the Transaction Documents,

the Company hereby covenants and agrees that it shall not issue any shares of Common Stock or Common Stock Equivalents, or enter into

any agreement to do so, (a) for a period of twenty (20) Trading Days following the date the Registration Statement becomes effective,

and (b) during the following periods (each a “Standstill Period”): (i) beginning upon the submission of any Regular Put Notice

that has been accepted in accordance with the terms hereof and ending upon the later of: (A) the Trading Day following the expiration

of the Regular Valuation Period applicable to such Regular Put Notice (a “Regular Put Valuation Period Standstill”), and

(B) the close of the Trading Day on which the aggregate trading volume of the Common Stock over the Trading Days since issuance of such

Regular Put Notice shall have exceeded Five Hundred percent (500%) of the number of Put Shares sold pursuant to such Regular Put Notice

(a “Regular Put Minimum Volume Standstill”), and (ii) beginning upon the submission of any Intraday Put Notice that has been

accepted in accordance with the terms hereof and ending at the end of the applicable Intraday Valuation Period (an “Intraday Put

Valuation Period Standstill”).

The

provisions of this Section 6.13 shall not apply to sales of such securities in an “at-the-market” offering except during

a Regular Put Minimum Volume Standstill.

Section

6.14 STOCKHOLDER APPROVAL. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this

Agreement and the Investor shall not have the obligation to purchase shares of Common Stock under this Agreement to the extent (but only

to the extent) that after giving effect to such purchase and sale the aggregate number of Shares issued under this Agreement would exceed

________________ (representing 19.99% of the aggregate number of shares of Common Stock issued and outstanding as of the Execution Date

of this Agreement (subject to adjustment for any stock splits, combinations or the like)), calculated in accordance with the rules of

the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable

pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under

the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the

Exchange Cap will not apply if (a) the Company’s stockholders have approved the issuance of shares of Common Stock pursuant to

this Agreement in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Investor waives this requirement

in writing (including by e-mail);provided, however, that any such waiver shall be effective solely to the extent that it does not result

in any issuance of Shares that would require stockholder approval under, or otherwise violate, the rules of the Principal Market.

Section

6.15 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS. On or prior to the Execution Date, the Company shall deliver to the Transfer Agent

the Transfer Agent Instruction Letter, duly executed by the Company, which shall be irrevocable and shall direct the Transfer Agent to

issue and deliver the Put Shares and the Commitment Shares to or for the account of the Investor in accordance with the Transaction Documents.

The Company hereby irrevocably authorizes and instructs the Transfer Agent, and shall cause the Transfer Agent, to issue and deliver

the Put Shares and the Commitment Shares as DWAC Shares upon its receipt of a Notice of Issuance, without any further act, consent, direction

or instruction of, or notice to, the Company. In the event the Company fails to timely deliver the Transfer Agent Instruction Letter,

or the Transfer Agent fails to issue and deliver any Put Shares or Commitment Shares when required under the Transaction Documents, the

Company hereby irrevocably and unconditionally authorizes the Investor (or its designee) to deliver a Notice of Issuance directly to

the Transfer Agent on behalf of the Company, and agrees that the Transfer Agent may rely upon, and the Company shall cause the Transfer

Agent to honor, any such Notice of Issuance without any further act, consent, direction or instruction of, or notice to, the Company.

The Company acknowledges and agrees that the foregoing instructions and authorizations constitute a material inducement to the Investor

entering into this Agreement, that the Investor is relying upon them, that they may not be amended, revoked or withdrawn without the

prior written consent of the Investor, and that the Company’s breach of this Section 6.15 would cause irreparable harm to the Investor

for which a remedy at law would be inadequate; accordingly, the Investor shall be entitled to seek specific performance of, and injunctive

relief to enforce, this Section 6.15, without the necessity of posting a bond or other security, in addition to all other remedies available

to it at law or in equity.

- 21 -

ARTICLE

VII

CONDITIONS

TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING

Section

7.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase

Put Shares is subject to the satisfaction of each of the following conditions:

(a)

REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective for the resale

by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received notice that

the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended

or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do

so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus

shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall

be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus

shall be current and available for the resale by the Investor of all of the Securities covered thereby.

(b)

ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct

in all material respects as of the Execution Date, each date a Put Notice is submitted, and as of the date of each Closing (except for

representations and warranties under the first sentence of Section 4.3, which are specifically made as of the Execution Date and shall

be true and correct in all respects as of the Execution Date).

(c)

PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements

and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

(d)

NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects

any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect

of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)

ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely

to have a Material Adverse Effect has occurred.

- 22 -

(f)

NO SUSPENSION OF TRADING IN OR DELISTING OF THE COMMON STOCK. Trading of the Common Stock shall not have been suspended by the SEC, the

Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation

on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of

the trading of the Common Stock, as contemplated by this Section 7.1(f), while a Regular Put Notice is outstanding, the Investor shall

have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Investment Amount with respect

to such Put shall be reduced accordingly. In the event of a suspension, delisting, or halting of the trading of the Common Stock for

any time period while an Intraday Put Notice is outstanding, the Investor shall have the right to return to the Company any remaining

amount of Put Shares associated with such Intraday Put, and the Investment Amount with respect to such Intraday Put shall be reduced

accordingly.

(g)

BENEFICIAL OWNERSHIP LIMITATION. As of the date of the Closing for such issuance and sale, the number of Put Shares to be purchased by

the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then beneficially

owned or deemed beneficially owned by the Investor and its Affiliates, would result in the Investor and its Affiliates owning more than

the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 13(d) of the Exchange Act and the regulations

promulgated thereunder. For purposes of this Section 7.1(g), in the event that the amount of shares of Common Stock outstanding, as determined

in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder, is greater on a Closing Date than on

the date upon which the Put Notice associated with such Closing Date is given, the amount of shares of Common Stock outstanding on such

Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of shares of Common Stock

made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the

issuance of shares of Common Stock issuable pursuant to a Put Notice. The Investor, upon notice to the Company, may increase or decrease

the Beneficial Ownership Limitation provisions of this Section 7.1(g), provided that the Beneficial Ownership Limitation in no event

exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable

pursuant to a Put Notice and the provisions of this Section 7.1(g) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company.

(h)

NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration Statement

to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following

the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue statement (or alleged

untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading, in the Registration Statement,

any effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective amendment or prospectus

which is a part of the foregoing, unless the Company has filed an amendment to the Registration Statement or made a filing pursuant to

Section 13(a) or 15(d) of the Exchange Act with the SEC.

(i)

NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements

of the Principal Market, if any.

(j)

RESERVED.

(k)

DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”

- 23 -

(l)

SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed

by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed with

the SEC within the applicable time periods prescribed for such filings under the Exchange Act.

(m)

TRANSFER AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed and delivered by the Company to the

Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent, and the Company shall have no knowledge of any fact or

circumstance that would prevent the Transfer Agent from complying with the terms of the Transfer Agent Instruction Letter.

(n)

BROKER APPROVAL. The Put Shares shall have been approved by the Investor’s prime broker or designated clearing firm for deposit

to its account with the Depository Trust Company system.

(o)

NO VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including,

without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated

by the Transaction Documents.

(p)

LEGAL OPINION. The Company shall cause to be delivered to the Investor a written opinion or opinions of counsel reasonably satisfactory

to the Investor, in form and substance reasonably satisfactory to the Investor and its counsel, relating to the availability and effectiveness

of the Registration Statement, as supplemented by any prospectus supplement or amendment thereto, and regarding the Company’s compliance

with the laws of the State of Nevada and the federal securities laws of the United States in the issuance, sale and registration of the

Put Shares and Commitment Shares and entrance into the transaction documents.

(q)

NO NON-PUBLIC INFORMATION. Neither the Investor nor any of its agents or counsel shall be in possession of any information that constitutes

or might constitute material, non-public information with respect to the Company.

(r)

COMMITMENT SHARES ISSUED AS DWAC SHARES. Following the effectiveness of the Registration Statement any Common Stock issuable to the Investor

pursuant to Section 6.4 shall have been credited by the Transfer Agent to the Investor’s or its designee’s account at DTC

as DWAC Shares.

ARTICLE

VIII

LEGENDS

Section

8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.

Section

8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations

hereunder to comply with all applicable securities laws upon the sale of the Common Stock.

- 24 -

ARTICLE

NOTICES;

INDEMNIFICATION

Section

9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall

be delivered via email (including Put Notices, which shall be delivered in accordance with Sections 2.1 and 2.2), and,

unless otherwise specified herein, a supplemental notice may also be (a) personally served, (b) deposited in the mail, registered or

certified, return receipt requested, postage prepaid, (c) delivered by a nationally recognized overnight delivery service with charges

prepaid, or (d) transmitted by hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as

such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required

or permitted to be given hereunder shall be deemed effective upon delivery by e-mail at the e-mail address(es) designated below (provided

confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) on the same day as

delivered (if delivered on a business day during normal business hours where such notice is to be received), or the first business day

following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received).

The

addresses for such communications shall be: If to the Company:

Digital

Brands Group, Inc.

1400

Lavaca Street

Austin,

TX 78701

Email:

hil@dstld.la

Attention:

Hil Davis

With

a copy (which shall not constitute notice) to:

Lucosky

Brookman LLP

101

Wood Avenue South

Fifth

Floor

Woodbridge,

NJ 08830

Email:

ewelch@lucbro.com and rsanchez@lucbro.com

Attention:

Ned Welch and Rodrigo Sanchez

to the Investor:

with

a copy to (that shall not constitute notice)

E-mail:

Attention:

Either

party hereto may from time to time change its address or e-mail for notices under this Section 9.1 by giving at least ten (10)

days’ prior written notice of such changed address to the other party hereto.

- 25 -

Section

9.2 INDEMNIFICATION. Subject to the provisions of this Section 9.2, the Company will indemnify and hold the Investor and its directors,

officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Investor (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, an “Indemnified Party”) harmless from any and all losses,

liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court

costs and reasonable attorneys’ fees and costs of investigation that any such Indemnified Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents, (b) any threatened or actual action, suit, claim, investigation, inquiry or proceeding instituted

or brought against any Indemnified Party by any Person (including, without limitation, the Company, any stockholder of the Company or

any other third party), arising out of or relating to this Agreement, any other Transaction Document, the actual or alleged execution,

delivery, performance or consummation of the transactions contemplated hereby or thereby, the issuance, purchase, ownership or disposition

of the Securities. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims

brought by the Company against the Indemnified Parties; provided, however, that such indemnification shall not cover any loss, claim,

damage or liability to the extent it is finally judicially determined to be attributable to such Indemnified Party’s material breach

of any of the representations, warranties or covenants made by such Indemnified Party in any Transaction Document, which material breach

directly gave rise to the claim for which indemnification is sought, or any conduct by such Indemnified Party that is finally judicially

determined by a court of competent jurisdiction to constitute fraud, gross negligence or willful misconduct, in each case directly causing

the applicable loss, claim, damage or liability. In addition, in connection with any Registration Statement of the Company providing

for the resale by the Investor of the Put Shares and Commitment Shares, the Company will indemnify each Indemnified Party, to the fullest

extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,

reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement

of a material fact contained in such Registration Statement, any prospectus or any form of prospectus or in any amendment or supplement

thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of

the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements

or omissions are based solely upon information regarding such Indemnified Party furnished in writing to the Company by such Indemnified

Party expressly for use, and actually used, therein, or (ii) any violation or alleged violation by the Company of the Securities Act,

the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith). If any action, suit, claim,

investigation, inquiry or proceeding shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant

to this Agreement, such Indemnified Party shall promptly notify the Company in writing; provided, however, that the failure to give such

notice shall not relieve the Company of its obligations hereunder except to the extent the Company is materially prejudiced thereby.

The applicable Indemnified Party shall have the right, in its sole discretion, to control the defense of such action with counsel of

its own choosing, and the Company shall pay, as incurred, the reasonable fees and expenses of such counsel and all other reasonable costs

and expenses incurred by such Indemnified Party in connection with such defense. The Company will not be liable to any Indemnified Party

under this Agreement for any settlement effected by such Indemnified Party without the Company’s prior written consent, which consent

shall not be unreasonably withheld, conditioned or delayed, shall be deemed given unless the Company notifies the applicable Indemnified

Party in writing of its refusal to consent within five (5) days after receipt of written notice of the proposed settlement, and shall

not be conditioned upon any admission of liability, wrongdoing or fault by any Indemnified Party. In addition, if any Indemnified Party

takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any Transaction Documents, then

the Company shall pay the costs incurred by such Indemnified Party for such collection, enforcement or action, including, but not limited

to, attorneys’ fees and disbursements. Any amounts payable by the Company under this Section 9.2 shall be paid promptly, and in

any event within five (5) days after bills are received or expenses are incurred, during the course of the investigation, defense, collection,

enforcement or other action; provided, however, that if any Indemnified Party is finally determined by a final, non-appealable judgment

not to be entitled to indemnification or payment under this Section 9.2, such Indemnified Party shall promptly reimburse the Company

for any payments that are advanced under this sentence. The indemnity agreements contained herein are cumulative and shall be in addition

to, and not in lieu of, any other rights or remedies available to any Indemnified Party at law, in equity or otherwise. Such indemnification

shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party and shall survive

the transfer of any Securities by the Investor.

- 26 -

Section

9.3 CONTRIBUTION If the indemnification provided for under Section 9.2 is unavailable to an Indemnified Party or insufficient

to hold an Indemnified Party harmless for any Damages, then the Company shall contribute to the amount paid or payable by such Indemnified

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

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

fault of the Company and the Indemnified Party shall be determined by reference to, among other things, whether any action in question,

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

or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party

as a result of any Damages shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’

or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified

for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.3 were determined by pro

rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the

immediately preceding paragraph. In no event shall the contribution obligation of the Investor be greater than the Investor’s net

gain realized from the sale of the Securities giving rise to such contribution obligation, less all expenses paid by the Investor in

connection with any claim relating to this Article IX and the amount of any damages the Investor has otherwise been required to pay by

reason of such untrue or alleged untrue statement or omission or alleged omission. The indemnification and contribution obligations set

forth in this Article IX are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to the Indemnified

Parties at law, in equity or otherwise.

ARTICLE

MISCELLANEOUS

Section

10.1 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Wyoming without

regard to the principles of conflicts of law (whether of the State of Wyoming or any other jurisdiction).

Section

10.2 ARBITRATION.

Each

party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any

of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders,

employees or agents) shall be commenced exclusively by arbitration be administered by Mediation and Civil Arbitration, Inc. d/b/a RapidRuling

(www.rapidruling.com) in accordance with its Commercial Arbitration Rules effective at the time a claim is made, and judgment on the

award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitrators shall be appointed by RapidRuling.

The place of arbitration shall be New York, New York, and any hearing shall be held via video or telephone conference. The parties hereto

agree that no objection shall be taken to the decision, order or award of the tribunal following any such hearing on the basis that the

hearing was held by video or telephone conference. The parties hereto consent to electronic service of process, with service to be made

to the following email addresses the Company: 1400 Lavaca Street, Austin, TX 7870, Email: hil@dstld.la, Attention: Hil Davis,

with a copy to Lucosky Brookman LLP, 101 Wood Avenue South, Fifth Floor, Woodbridge, NJ 08830, Email: ewelch@lucbro.com and rsanchez@lucbro.com,

Attention: Ned Welch and Rodrigo Sanchez. All such service of process may come from the opposing party’s email listed here, efile@rapidruling.com.

The parties hereto shall list all said email addresses as “safe senders” (or other whitelist) and are responsible to check

their “SPAM” and “junk” type incoming messages on a daily basis. In any such arbitration award, the arbitrator

shall require the breaching party (if any), as finally determined by the arbitrator, to pay the non-breaching Party’s costs and

expenses (including such nonbreaching party’s reasonable attorneys’ fees, arbitration costs, court costs, and other expenses)

associated with enforcing the Agreement and collecting any judgment related thereto. In the event that any provision of this Agreement

is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent

that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may

prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

- 27 -

Section

10.3 JURY TRIAL WAIVER. THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT

BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.

Section

10.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective

successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other

Person.

Section

10.5 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective

successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article

IX.

Section

10.6 TERMINATION. So long as the Note is no longer outstanding and the Investor has received all Commitment Shares (including

all True-Up Commitment Shares) required to be issued pursuant to this Agreement, and all such shares have been registered for resale

under the Registration Statement, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering

written notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any liability

whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not

be effective until one business day after it has been received by the Investor, provided that this Agreement cannot be terminated (i)

while there is an outstanding Put Notice, the shares of Common Stock under which have yet to be issued and (ii) the Company has not paid

all amounts owed to the Investor pursuant to this Agreement. In addition, this Agreement shall automatically terminate on the earlier

of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount;

or (iii) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person

commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property

or the Company makes a general assignment for the benefit of its creditors. If the Company receives a final delisting notice from the

Principal Market or if the Common Stock fails to be listed on an Eligible Market, then the Investor may terminate its obligations under

this Agreement by written notice to the Company and may deem any outstanding Put Notice as withdrawn. Notwithstanding the foregoing,

in the event of termination of this Agreement, the provisions of Articles III, IV, V, VI, IX and the agreements and covenants

of the Company and the Investor set forth in this Article X shall survive the termination of this Agreement for the maximum length

of time allowed under applicable law.

Section

10.7 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,

oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

- 28 -

Section

10.8 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each

party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred

by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, except that the Company

shall have paid to the Investor $25,000.00 to be allocated towards the Investor’s (or its affiliates’ or related parties’)

due diligence and legal costs. For the avoidance of doubt, the Company shall pay all Transfer Agent fees, Clearing Costs, stamp taxes

and other taxes and duties levied in connection with any Securities.

Section

10.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of

the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts

and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by

e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.

Section

10.10 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction

to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such

severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section

10.11 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

Section

10.12 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Section

10.13 EQUITABLE RELIEF. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to

the other by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges that the remedy

at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach

by the such party of the provisions of this Agreement, that the other party shall be entitled, in addition to all other available remedies

at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing

any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

Section

10.14 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not

to be considered in construing or interpreting this Agreement.

Section

10.15 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that

is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately

preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto

and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement

of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other

right, power or privilege

- 29 -

Section

10.16 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making

public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make

any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall

not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which

such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,

the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent

required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material

contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file

such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further

agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation

with its counsel.

Section

10.17 No Attorney-Client Relationship with Investor. The Investor acknowledges

and agrees that Lucosky Brookman LLP has acted solely as counsel to the Company in connection with the preparation, negotiation, and

execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and has not acted

as counsel to, and does not represent, the Investor in connection therewith. The Investor further acknowledges that it has had the opportunity

to review this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby with its own legal

counsel and other advisors, and that it is relying solely on such counsel and advisors (and not on Lucosky Brookman LLP) in connection

with its decision to enter into this Agreement.

Signature Page Follows **

- 30 -

WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as

of the Execution Date.

DIGITAL BRANDS GROUP INC.

By:

Name:

Hil

Davis

Title:

Chief

Executive Officer

Signature Page to Equity Purchase Agreement **

EXHIBIT

FORM

OF REGULAR PUT NOTICE

TO:

DATE:_________________

NUMBER:_____________

refer to the Equity Purchase Agreement, dated July 23, 2026 (the “Agreement”), entered into by and between Digital

Brands Group Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when

used herein.

hereby:

Notify

you that the Maximum Aggregate Put Amount as of the delivery of this Regular Put Notice is _________.

Give

you notice that:

[__]

we require you to purchase Put Shares in an amount equal to _________ , which is not in excess of the Maximum Aggregate Put Amount; OR

[__]

we request that you purchase an amount of Put Shares equal to _________ (the “Excess Purchase Amount”) which is in excess

of the Maximum Aggregate Put Amount

we have requested that you purchase in excess of the Maximum Regular Put Amount, prior to the opening of trading on the Trading Day immediately

following the delivery of this Put Notice please confirm if you will purchase the Maximum Aggregate Put Amount, the Excess Purchase Amount

or some amount of Put Shares between the Maximum Aggregate Put Amount and the Excess Purchase Amount and what amount. Failure to so confirm

will be deemed confirmation that you elect to purchase the Maximum Aggregate Put Amount.

Certify

that, as of the date hereof, the conditions set forth in Section 7.1 of the Agreement are satisfied. The representations and warranties

of the Company contained in the Agreement are true and correct in all material respects as of the date hereof as though made on and

as of such date (except for representations and warranties that speak as of a specific date, which were true and correct in all material

respects as of such date).

will deliver an executed Transfer Agent Instruction Letter to the Transfer Agent promptly upon our receipt of your confirmation of

the validity of this Regular Put Notice, and we hereby confirm that the Company has no knowledge of any fact or circumstance that

would prevent the Transfer Agent from complying with such Transfer Agent Instruction Letter, once delivered.

[Signature

Page to Follow]

DIGITAL BRANDS GROUP INC.

By:

Name:

Title:

[EXHIBIT

B TO FOLLOW]

EXHIBIT

FORM

OF INTRADAY PUT NOTICE

TO:

DATE:

NUMBER:_______

refer to the Equity Purchase Agreement, dated July 23, 2026 (the “Agreement”), entered into by and between Digital

Brands Group Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when

used herein.

hereby:

Notify

you that: (i) the Maximum Aggregate Put Amount as of the delivery of this Intraday Put Notice, is _________, (ii) the aggregate number

of shares issued during this Regular Valuation Period is _________, and (iii) the amount remaining available under the Maximum Aggregate

Put Amount for such Regular Valuation Period is _________.

Give

you notice that:

[___]

the aggregate number of Put Shares issued pursuant to Regular Put Notice(s) for the associated Regular Valuation Period is _________,

which equals at least ninety percent (90%) of such Maximum Aggregate Put Amount (the “90% Condition”) and, as such, we require

you to purchase _________ Intraday Put Shares, which, together with all other Put Shares issued during such Regular Valuation

Period, does not exceed the Maximum Aggregate Put Amount, OR

[___]

we request that you purchase an amount of Intraday Put Shares equal to _________, and, where applicable, waive the 90% Condition and/or

the Maximum Aggregate Put Amount with respect to this Intraday Put Notice.

Certify

that this is the ___ Intraday Put Notice submitted to you during this Regular Valuation Period, and with respect to all Put Notices,

including all Intraday Put Notices, previously submitted by us and accepted by you during this Regular Valuation Period, valid instructions

have been submitted to the Transfer Agent for all prior notices.

Certify

that, as of the date hereof, the conditions set forth in Section 7.1 of the Agreement are satisfied. We further certify that the

representations and warranties of the Company contained in the Agreement are true and correct in all material respects as of the

date hereof as though made on and as of such date (except for representations and warranties that speak as of a specific date, which

were true and correct in all material respects as of such date.

will deliver an executed Transfer Agent Instruction Letter to the Transfer Agent promptly upon our receipt of your confirmation of

the validity of this Intraday Put Notice, and we hereby confirm that the Company has no knowledge of any fact or circumstance that

would prevent the Transfer Agent from complying with such Transfer Agent Instruction Letter, once delivered.

[Signature

Page to Follow]

DIGITAL BRANDS GROUP INC.

By:

Name:

Title:

ACCEPTED:

[Exhibit

C To Follow]

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

(see

attached)

EXHIBIT

FORM

OF TRANSFER AGENT INSTRUCTION LETTER

(see

attached)

DISCLOSURE

SCHEDULES

Schedule

4.3 – Capitalization.

(see

attached)

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of July 23, 2026, between Digital

Brands Group, Inc., a Delaware corporation (the “Company”), and Purchaser (the “Purchaser”).

This

Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the

“Securities Purchase Agreement”).

The

Company and the Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Securities

Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement.

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

1.1. “Advice”

shall have the meaning set forth in Section 6.3.

1.2. “Effectiveness

Period” shall have the meaning set forth in Section 2.1.

1.3. “Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the date that is fifteen (15) Calendar

Days after the Closing Date (as defined in the Securities Purchase Agreement) and, with respect to any additional Registration Statements

which may be required pursuant to Section 2.3 or Section 3.3, the earliest practical date on which the Company is permitted by SEC Guidance

to file such additional Registration Statement related to the Registrable Securities.

1.4. “Holder”

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

1.5. “Initial

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

1.6. “Losses”

shall have the meaning set forth in Section 5.1.

1.7. “Plan

of Distribution” shall have the meaning set forth in Section 2.1.

1.8. “Prospectus”

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

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

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

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

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

in such Prospectus.

1.9. “Registrable

Securities” means, as of any date of determination, (a) 200% of all Note Shares then issued or issuable upon conversion

of the Note (assuming that the Note Shares are converted at the Floor Price (as defined in the Note)), (b) all Common Stock issued and

issuable to the Holders pursuant to the ELOC (as defined in the Securities Purchase Agreement) (assuming, for purposes of determining

the number thereof, the maximum number of Common Stock that may be issued to the Holder under the ELOC), and (c) any securities issued

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

provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be

required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as

(a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the

Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,

(b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale

without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (if such requirement

is applicable) as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and

the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as

a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably

determined by the Company, upon the advice of counsel to the Company).

1.10. “Registration

Statement” means any registration statement required to be filed (or confidentially submitted) hereunder pursuant to Section

2.1 and any additional registration statements contemplated by Section 2.3 or Section 3.3, including (in each case) the Prospectus, amendments

and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,

and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement. For the sake

of clarity, a Registration Statement must include or incorporate by reference, financial statements that satisfy the requirements of

Regulation S-X (including requirements as to the age of financial statements) to satisfy the definitions of Registration Statement in

this Section 0.

1.11. “Rule

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

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

as such Rule.

1.12. “Rule

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

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

as such Rule.

1.13. “SEC

Guidance” means (i) any publicly available written or oral guidance of the Commission staff, or any comments, requirements

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

1.14. “Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3.1.

2. Registration

Statement.

2.1. On

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

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

continuous basis pursuant to Rule 415. Notwithstanding the foregoing, the Company shall initially submit the Initial Registration Statement

to the Commission on a confidential basis as a draft registration statement in accordance with the Commission’s nonpublic review

process for draft registration statements; the Company’s confidential submission of the Initial Registration Statement on or prior

to the Filing Date shall satisfy the Company’s obligation under this Section 2.1 to file the Initial Registration Statement by

the Filing Date, and the Company shall thereafter publicly file the Initial Registration Statement as promptly as practicable following

completion of the Commission’s nonpublic review thereof. Each Registration Statement filed hereunder shall be on Form S-1 (or Form

S-3 to the extent the Company is eligible to use such registration statement form, subject to the provisions of Section 2.4) and shall

contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution”

attached hereto as Annex 2.1.1 and substantially the “Selling Stockholders” section attached hereto as Annex

2.1.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such

Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause

a Registration Statement filed under this Agreement (including, without limitation, under Section 3.3) to be declared effective under

the Securities Act as promptly as possible after the filing thereof, but in no event later than seventy-five (75) days after the Closing

Date (or, in the event the Registration Statement is not subject to review by the Commission, within two (2) Trading Days following the

date the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further

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

date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or

(ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be

in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel

to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders

(the “Effectiveness Period”). The Company shall request (and shall telephonically confirm) effectiveness of

a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders by e-mail

of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with

the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 5:30 p.m. (New

York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission

as required by Rule 424.

2.2. Notwithstanding

the registration obligations set forth in Section 2.1, if all of the Registrable Securities cannot, as a result of the application of

the SEC Guidance, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly

inform each of the Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the

Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other

form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2.4; with

respect to filing on Form S-1 or other appropriate form; provided, however, that prior to filing such amendment, the Company

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

with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

2.3. Notwithstanding

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

permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used

best efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise

directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration

Statement will be reduced as follows:

2.3.1. First,

the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

2.3.2. Second,

the Company shall reduce Registrable Securities represented by the Common Stock issued or issuable under the ELOC (excluding the Commitment

Shares) (applied, in the case that some such shares may be registered, to the Holders on a pro rata basis based on the total number of

such unregistered shares held by such Holders); and

2.3.3. Third,

the Company shall reduce Registrable Securities represented by the Common Stock issued or issuable as the Commitment Shares under the

ELOC (applied, in the case that some such shares may be registered, to the Holders on a pro rata basis based on the total number of such

unregistered shares held by such Holders).

the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the

calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with

the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance

provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form

available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,

as amended.

2.4. Notwithstanding

anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as

any Underwriter without the prior written consent of such Holder.

2.5. Liquidated

Damages. If: (i) the Initial Registration Statement is not filed with (or confidentially submitted to) the Commission on or prior

to the Filing Date; (ii) a Registration Statement is not declared effective by the Commission on or prior to the date required under

Section 2.1; (iii) after a Registration Statement is declared effective, the Holders are unable to use the Prospectus to resell their

Registrable Securities for any reason; or (iv) the Company fails for any reason to satisfy the current public information requirement

under Rule 144 or the conditions of Rule 172 (each, a “Registration Event”, and the date on which any Registration

Event occurs, an “Event Date”), then, as partial relief for the damages to the Holders by reason thereof (which

the parties agree are not capable of precise quantification), the Company shall pay to each Holder an amount in cash equal to ten percent

(10.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) paid by such Holder for the Registrable

Securities held by such Holder on the Event Date, and an additional ten percent (10.0%) of such aggregate Subscription Amount on each

thirty (30)-day anniversary of the Event Date (prorated for any period of less than thirty (30) days) until the applicable Registration

Event is cured (such payments, the “Liquidated Damages”). The Liquidated Damages shall be paid within three (3) Trading Days

after the Event Date and within three (3) Trading Days after each subsequent thirty (30)-day anniversary until the applicable Registration

Event is cured. If the Company fails to pay any Liquidated Damages when due, the Company shall pay interest thereon at a rate of eighteen

percent (18%) per annum (or such lesser maximum amount permitted by applicable law) until paid in full. The Liquidated Damages payable

under this Section 2.5 are in addition to, and not in lieu of, any other remedies available to the Holders at law or in equity under

this Agreement.

3. Registration

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

the Company shall:

3.1. Not

less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior to the

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

to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

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

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning

of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto

to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is

notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration

Statement or two (2) Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex 3.1

(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing

Date or, if later, by the end of the second (2nd) Trading Day following the date on which such Holder receives draft materials in accordance

with this Section.

3.2. (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

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

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to

register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

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

to Rule 424, (iii) respond as promptly as possible, and in any event within five (5) Trading Days of receipt thereof, to any comments

received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as possible, and

in any event within five (5) Trading Days, to the Holders true and complete copies of all correspondence from and to the Commission relating

to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material

non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable

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

Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition

by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

3.3. If

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as practicable, but in any case prior to the applicable

Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable

Securities.

3.4. Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as possible (and, in the

case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice

in writing no later than one (1) Trading Day following the Trading Day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings

for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

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

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

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

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

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

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that, in the good faith judgment of the Company’s board of directors, (x) would

require the Company to disclose material non-public information that the Company has a bona fide business purpose for preserving as confidential

and (y) renders the Company unable to comply with the requirements of the Commission, in each case under circumstances that would make

it impractical or inadvisable for the Holders to use the Prospectus during such period; provided, however, that in no event

shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of

its Subsidiaries and the Company agrees that the Holders shall not have any duty of confidentiality to the Company or any of its Subsidiaries

and shall not have any duty to the Company not to trade on the basis of such information.

3.5. Use

its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness

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

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

3.6. Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

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

promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

3.7. Subject

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

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

amendment or supplement thereto, except after the giving of any notice pursuant to Section 3.4.

3.8. Prior

to any resale of Registrable Securities by a Holder, use its best efforts to register or qualify or cooperate with the selling Holders

in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities

for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests

in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any

and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered

by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction

where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or

file a general consent to service of process in any such jurisdiction.

3.9. If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Securities Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations

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

3.10. Upon

the occurrence of any event contemplated by Section 3.4, as promptly as possible, prepare a supplement or amendment, including a post-effective

amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated

therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such

Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the

Holders in accordance with clauses (iii) through (vi) of Section 3.4 above to suspend the use of any Prospectus until the requisite changes

to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure

that the use of the Prospectus may be resumed as promptly as is practicable.

3.11. Otherwise

use its best efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange

Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment

thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during

the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and take such other actions as may be reasonably

necessary to facilitate the registration of the Registrable Securities hereunder.

3.12. The

Company may require each selling Holder to furnish to the Company a statement as to the number of Common Stock beneficially owned by

such Holder and, if required by the Commission or the Securities Act, the natural persons thereof that have voting and dispositive control

over the Common Stock.

4. Registration

Expenses. All fees and expenses incident to the performance of, or compliance with,

this Agreement by the Company (other than underwriting discounts and commissions, if any)

shall be borne by the Company whether or not any Registrable Securities are sold pursuant

to a Registration Statement. The fees and expenses referred to in the foregoing sentence

shall include, without limitation, (i) all registration and filing fees (including, without

limitation, fees and expenses of the Company’s counsel and independent registered public

accountants) (A) with respect to filings made with the Commission, (B) with respect to filings

required to be made with any Trading Market on which the Common Stock are then listed for

trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably

agreed to by the Company in writing (including, without limitation, fees and disbursements

of counsel for the Company in connection with Blue Sky qualifications or exemptions of the

Registrable Securities), (ii) printing expenses (including, without limitation, expenses

of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery

expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability

insurance, if the Company so desires such insurance to be purchased at the sole discretion

of the Company, and (vi) fees and expenses of all other Persons retained by the Company in

connection with the consummation of the transactions contemplated by this Agreement. In addition,

the Company shall be responsible for all of its internal expenses incurred in connection

with the consummation of the transactions contemplated by this Agreement (including, without

limitation, all salaries and expenses of its officers and employees performing legal or accounting

duties), the expense of any annual audit and the fees and expenses incurred in connection

with the listing of the Registrable Securities on any securities exchange as required hereunder.

Except for the fees and expenses of the Placement Agent, no brokerage or finder’s fees

or commissions are or will be payable by the Company or any Subsidiary to any broker, financial

advisor or consultant, finder, placement agent, investment banker, bank or other Person in

connection with the transactions contemplated by the Transaction Documents, unless explicitly

stated elsewhere in the Transaction Documents.

5. Indemnification.

5.1. Indemnification

by the Company. Subject to the provisions of this Section 5.1, the Company will indemnify and hold each Holder and its directors,

officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, a “Holder Party”) harmless from any and

all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer or incur (collectively,

“Losses”) as a result of or relating to: (a) any breach of any of the representations, warranties, covenants

or agreements made by the Company in this Agreement or in the other Transaction Documents, or (b) any threatened or actual action, suit,

claim, investigation, inquiry or other proceeding instituted or brought against any Holder Party by any Person (including, without limitation,

the Company, any stockholder of the Company, or any other third party), arising out of or relating to this Agreement, any other Transaction

Document, the actual or alleged execution, delivery, performance or consummation of the transactions contemplated hereby or thereby,

or the issuance, purchase, ownership or disposition of the Registrable Securities. In addition, in connection with any Resale Registration

Statement of the Company providing for the resale by the Holders of the Registrable Securities, the Company will indemnify each Holder

Party, to the fullest extent permitted by applicable law, from and against any and all Losses arising out of or relating to: (i) any

untrue or alleged untrue statement of a material fact contained in such Resale Registration Statement, any prospectus or any form of

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

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

prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent,

but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder Party furnished

in writing to the Company by such Holder Party expressly for use therein, or (ii) any violation or alleged violation by the Company of

the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith). For

the avoidance of doubt, the indemnification provided herein includes direct claims brought by the Company against any Holder Party; provided,

however, that no Holder Party shall be entitled to indemnification for any Losses to the extent finally determined by a court of competent

jurisdiction to have been proximately and solely caused by such Holder Party’s fraud, gross negligence or willful misconduct. If

any action, suit, claim, investigation, inquiry or proceeding shall be brought against any Holder Party in respect of which indemnity

may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing; provided, however, that the

failure to give such notice shall not relieve the Company of its obligations hereunder except to the extent the Company is materially

prejudiced thereby. The applicable Holder Party shall have the right, in its sole discretion, to control the defense of such action with

counsel of its own choosing, and the Company shall pay, as incurred, the reasonable fees and expenses of such counsel and all other reasonable

costs and expenses incurred by such Holder Party in connection with such defense. The Company will not be liable to any Holder Party

under this Agreement for any settlement by a Holder Party entered into without the Company’s prior written consent, which shall

not be unreasonably withheld, conditioned or delayed; provided, that any such consent shall be deemed given if not denied in writing

within five (5) days after the Company’s receipt of written notice of the proposed settlement, and such consent may not be conditioned

upon any admission of liability, wrongdoing, or fault by the Holder Party. In addition, if any Holder Party takes actions to collect

amounts due under any Transaction Documents or to enforce the provisions of any Transaction Documents, then the Company shall pay the

costs incurred by such Holder Party for such collection, enforcement or action, including, but not limited to, attorneys’ fees

and disbursements. The indemnification and other payment obligations required by this Section 5.1 shall be paid promptly during the course

of the investigation, defense, collection, enforcement or action, and in any event within five (5) days after bills are received or expenses

are incurred; provided, however, that if any Holder Party is finally determined by a final, non-appealable judgment not to be entitled

to indemnification or payment under this Section 5.1, such Holder Party shall reimburse the Company for any payments that are advanced

under this sentence. The Company shall not withhold, delay or condition payment of any indemnifiable fees, expenses or other amounts

payable under this Section 5.1 as leverage to obtain any Holder Party’s agreement to any litigation strategy or settlement position.

The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the

Company or others and any liabilities the Company may be subject to pursuant to law. Such indemnification shall remain in full force

and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable

Securities by any of the Holders in accordance with Section 6.7.

5.2. Contribution.

If the indemnification under Section 5.1 is unavailable to a Holder Party or insufficient to hold a Holder Party harmless for any Losses,

then the Company shall contribute to the amount paid or payable by such Holder Party, in such proportion as is appropriate to reflect

the relative fault of the Company and the Holder Party in connection with the actions, statements or omissions that resulted in such

Losses as well as any other relevant equitable considerations. The relative fault of the Company and the Holder Party shall be determined

by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact

or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or

the Holder Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to

the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection

with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for

in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable

if contribution pursuant to this Section 5.2 were determined by pro rata allocation or by any other method of allocation that does not

take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution

obligation of the Investor be greater than the Investor’s net gain realized from the sale of the Securities giving rise to such

contribution obligation, less all expenses paid by the Investor in connection with any claim relating to this Section 5 and the amount

of any damages the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

omission. The indemnification and contribution obligations set forth in this Section are cumulative and are in addition to, and not in

lieu of, any other rights or remedies available to the Holder Parties at law, in equity or otherwise.

6. Miscellaneous.

6.1. Remedies.

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

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

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

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

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

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

6.2. No

Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security

holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements

other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities

are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6.2 shall

not prohibit the Company from filing amendments (including post-effective amendments) to registration statements filed prior to the date

of this Agreement.

6.3. Discontinued

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company

of the occurrence of any event of the kind described in Section 3.4(iii) through (vi), such Holder will forthwith discontinue disposition

of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed or, if earlier,

the date that is five (5) Trading Days after the date of such notice from the Company. The Company will use its best efforts to ensure

that the use of the Prospectus may be resumed as promptly as is practicable, and the Company shall notify the Holders in writing that

any suspension of the use of the Prospectus has terminated and the Prospectus may again be used no later than 9:00 a.m. (New York City

time) on the first Trading Day on which the Prospectus may again be used. Notwithstanding anything to the contrary, the Company shall

cause its Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any

sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to such Holder’s receipt

of a notice from the Company of the happening of any event of the kind described in Section 3.4(iii) through (vi), and for which such

Holder has not yet settled.

6.4. Piggy-Back

Registrations. Notwithstanding Section 6.2, if, at any time during the Effectiveness Period, there is not an effective Registration

Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration

statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,

other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities

to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the

Company’s share option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such

determination and, if within ten (10) Calendar Days after the date of the delivery of such notice, any such Holder shall so request in

writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests

to be registered, and such Registrable Securities shall be included in priority to, and shall not be reduced or cut back in favor of,

any securities proposed to be registered by the Company or any other Person (it being understood and agreed that nothing in this Section

6.4 shall limit, waive or otherwise relieve the Company of its obligations under Section 6.2); provided, however, that

the Company shall not be required to register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant

to Rule 144 (without volume restrictions and provided the Company is in compliance with the current public information requirement under

Rule 144) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement

that is available for resales or other dispositions by such Holder.

6.5. Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by

the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security); provided that no such amendment, action or omission

that adversely affects, alters or changes the interests of any Holder in a manner disproportionate to the other Holders shall be effective

against such Holder without the prior written consent of such Holder. If a Registration Statement does not register all of the Registrable

Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities

to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which

of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to

depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that

does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable

Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be

amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6.5. No consideration

shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the

same consideration also is offered to all of the parties to this Agreement.

6.6. Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Securities Purchase Agreement.

6.7. Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of

the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their

respective rights hereunder in the manner and to the Persons as permitted under the Securities Purchase Agreement.

6.8. No

Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this

Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the

Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously entered into any agreement

granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

6.9. Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

6.10. Governing

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

in accordance with the provisions of the Securities Purchase Agreement.

6.11. Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

6.12. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

6.13. Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or

affect any of the provisions hereof.

6.14. Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the

obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any

other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken

by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges

that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations

or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out

of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such

purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,

not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company

and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

[Registration

Rights Agreement Signature Pages Follow]

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DIGITAL

BRANDS GROUP, INC.

By:

Name:

Title:

Chief

Executive Officer

[Registration Rights

Agreement – Company Signature Page]

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

Name

of Holder:

Signature

of Authorized Signatory of Holder:

Name

of Authorized Signatory:

Title

of Authorized Signatory:

Address of Authorized Signatory:

[Registration

Rights Agreement – Holder Signature Page]

Annex

2.1.1

Plan

of Distribution

Each

Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,

market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

●

ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block

trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as

principal to facilitate the transaction;

●

purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

●

exchange distribution in accordance with the rules of the applicable exchange;

●

privately

negotiated transactions;

●

settlement

of short sales;

●

transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated

price per security;

●

through

the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●

combination of any such methods of sale; or

●

any

other method permitted pursuant to applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus.

Annex 2.1.1 - 1

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or

markdown in compliance with FINRA Rule 2121.

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The

Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts

under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company

has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act.

agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders

without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for

the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar

effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule

of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered

or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is

complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,

prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders

and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including

by compliance with Rule 172 under the Securities Act).

Annex 2.1.1 - 2

Annex

2.1.2

SELLING

SHAREHOLDERS

The

ELOC Shares being offered by the selling stockholders are those issuable to the selling stockholders pursuant to the ELOC. For additional

information regarding issuances pursuant to the ELOC, see “Equity Line of Credit” above. We are registering the Common Stock

in order to permit the selling stockholders to offer the Common Stock issuable pursuant to the ELOC for resale from time to time. Except

for the ownership of the Note and the ELOC, the selling stockholders have not had any material relationship with us within the past three

years.

The

table below lists the selling stockholders and other information regarding the beneficial ownership of the Common Stock by each of the

selling stockholders. The second column lists the number of Common Stock beneficially owned by each selling shareholder as of [●],

2026. The third column lists the maximum number of Common Stock being offered by this prospectus by the selling stockholders. The fourth

column assumes the sale of all of the Common Stock offered by the selling stockholders pursuant to this prospectus.

accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale

of the maximum number of Common Stock issued or issuable to the Selling Stockholders pursuant to the ELOC described above.

Under

the terms of the ELOC, a selling shareholder may not acquire Common Stock to the extent such acquisition would cause such selling stockholder,

together with its affiliates and attribution parties, to beneficially own a number of Common Stock which would exceed 4.99% of our then

outstanding Common Stock (or such other percentage as may be elected by such selling stockholder pursuant to the terms of the ELOC).

The numbers of Common Stock in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some

or none of their Common Stock in this offering. See “Plan of Distribution.”

Name

of Selling Stockholder

Number

of Common Stock Beneficially Owned Prior to Offering

Maximum

Number of Common Stock to be Sold Pursuant to this Prospectus

Number

of Common Stock Beneficially Owned After Offering

Annex 2.1.2 - 1

Annex

3.1

DIGITAL

BRANDS GROUP, INC.

Selling

Stockholder Notice and Questionnaire

The

undersigned beneficial owner of Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc.,

a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the

Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration

Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities

Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration

Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the

Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed

thereto in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences

of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include

the Registrable Securities owned by it in the Registration Statement.

The

undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a)

Full

Legal Name of Selling Stockholder

(b)

Full

Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c)

Full

Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote

or dispose of the securities covered by this Questionnaire):

2. Address for

Notices to Selling Stockholder:

Telephone:

Email:

Contact

Person:

3. Broker-Dealer

Status:

(a)

Are you a broker-dealer?

Yes

☐ No ☐

(b)

If “yes” to Section 3(a), did

you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes

☐ No ☐

Note:

If “no” to Section 3(b), the

Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes

☐ No ☐

(d)

If you are an affiliate of a broker-dealer,

do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase

of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute

the Registrable Securities?

Yes

☐ No ☐

Note:

If “no” to Section 3(d), the

Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership

of Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other

than the securities issuable pursuant to the Securities Purchase Agreement.

(a)

Type

and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships

with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of

5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship

with the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here:

The

undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent

to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required

to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either

in person or by its duly authorized agent.

Date:

_____________________________________

Beneficial

Owner: _______________________________

By:

Name:

Title:

PLEASE

EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO [●], WITH A COPY TO RSANCHEZ@LUCBRO.COM.

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