Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-027653

Filed: 2026-06-08

Period: 2026-06-04

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001378140

2026-06-04

0001378140

OPTT:CommonStock0.001ParValueMember

2026-06-04

0001378140

OPTT:SeriesPreferredStockPurchaseRightsMember

2026-06-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 Act of 1934

Date

of Report (Date of earliest event reported): June

4, 2026

Ocean

Power Technologies, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-33417

22-2535818

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

28 Engelhard Drive, Suite B

Monroe

Township, New Jersey

08831

(Address

of principal executive offices)

(Zip

Code)

(609)

730-0400

(Registrant’s

telephone number, including area code)

Check

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

any of the following provisions (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 $0.001 Par Value

OPTT

NYSE

American

Series

A Preferred Stock Purchase Rights

N/A

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging

growth company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

June 4, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the

“Securities Purchase Agreement”) with those institutional accredited investors identified on the signature page thereto

(the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 25,000,000

shares of the Company’s common stock, par value $0.001 per share (the “common stock”), together

with common warrants (the “common warrants”) to purchase up to 25,000,000 shares of common stock (the “offering”). The

combined purchase price per share of common stock and accompanying common warrant was $0.40. The offering was made pursuant

to a shelf registration statement on Form S-3 (File No. 333-275843), which was declared effective by the United States Securities

and Exchange Commission (“SEC”) on December 12, 2023, a base prospectus included in the registration statement at

the time it originally became effective, and a prospectus supplement, dated June 4, 2026, filed with the SEC on June 8, 2026

pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Prospectus Supplement”).

The

common warrants will be exercisable beginning on the six month anniversary of the initial issuance date at an exercise

price of $0.40 per share of common stock, subject to adjustment in certain circumstances, and will expire on the six year anniversary

of the initial exercise date. No fractional shares of common stock will be issued in connection with the exercise of a common warrant.

In lieu of fractional shares, the Company will round up to the next whole share. The common warrants also provide that in the

event of a fundamental transaction, the Company is required to cause any successor entity to assume its obligations under the common

warrants. In addition, in the event of a Fundamental Transaction (as such term is defined in the common warrant), the holder of

the common warrant will be entitled to receive upon exercise of the common warrant the kind and amount of securities, cash or property

that the holder would have received had the holder exercised the common warrant immediately prior to such Fundamental Transaction.

Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the common warrants will have the right to

require the Company or a successor entity to purchase the common warrant for cash in the amount of the Black Scholes Value (as defined

in the common warrant) of the unexercised portion of the common warrants concurrently with or within 30 days following the consummation

of a Fundamental Transaction. However, in the event of a Fundamental Transaction which is not in the Company’s control, including

a Fundamental Transaction not approved by the Company’s board of directors, the holders of the common warrants will only be entitled

to receive from the Company or its successor entity, as of the date of consummation of such Fundamental Transaction, the same type or

form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the common warrant that

is being offered and paid to the holders of common stock in connection with the Fundamental Transaction, whether that consideration is

in the form of cash, stock or any combination of cash and stock, or whether the holders of common stock are given the choice to receive

alternative forms of consideration in connection with the Fundamental Transaction.

The

common warrants initially provide that the holder may not exercise any portion of the common warrants to the extent that

the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after

giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such common warrant.

Such percentage may be increased or decreased to any number not in excess of 9.99% at the holder’s election upon notice to the

Company, any such change not to take effect until the 61st day after notice to the Company.

Except as

otherwise provided in the common warrants or by virtue of such holder’s ownership of shares of common stock, the holder of a common

warrant will not have the rights or privileges of a holder of common stock, including any voting rights, until the holder exercises

such common warrant.

The

closing of the offering is expected to occur on or about June 8, 2026. The Company expects the gross proceeds from the offering

to be $10.0 million. The Company intends to use the net proceeds from the offering for working capital needs and for other

general corporate purposes.

The

Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to

closing.

The

foregoing descriptions of the Securities Purchase Agreement and the common warrants are not complete and are qualified

in their entirety by reference to the full text of the Securities Purchase Agreement and the form of common warrant, copies

of which are included as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference herein.

The

representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement

and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations

agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide

investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual

information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic

reports and other filings with the SEC.

The

legal opinion, including the related consent, of Porter Hedges LLP relating to the issuance and sale of the shares

of common stock, the common warrants and the shares of common stock underlying the

common warrants is filed as Exhibit 5.1 hereto.

connection with the offering, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) acted

as exclusive placement agent. Pursuant to an engagement letter with Ladenburg, the Company agreed to pay Ladenburg a

cash fee equal to 6.0% of the gross proceeds received in the offering and to reimburse certain expenses of Ladenburg

up to $50,000.

This

Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale

of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration

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

Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act

of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the offering. The words

“may,” “will,” “could,” “would,” “should,” “expect,”

“intend,” “plan,” “anticipate,” “believe,” “estimate,”

“predict,” “project,” “potential,” “continue,” “ongoing” and similar

expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these

identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements

are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or

achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For

information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for

the year ended April 30, 2025, including the information discussed under the captions “Item 1. Business,”

“Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you

should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking

statement.

Item

8.01 Other Events.

June 5, 2026, the Company issued a press release announcing the transactions contemplated by the Securities Purchase Agreement, a copy

of which is filed herewith as Exhibit 99.1.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

4.1

Form

of Common Warrant.

5.1

Opinion of Porter Hedges LLP.

10.1

Form of Securities Purchase Agreement dated June 4, 2026.

23.1

Consent of Porter Hedges LLP (included in Exhibit 5.1).

99.1

Press Release dated June 5, 2026.

104

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

SIGNATURE

Pursuant

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

the undersigned thereunto duly authorized.

Ocean

Power Technologies, Inc.

Dated:

June 8, 2026

/s/

Philipp Stratmann

Philipp

Stratmann

President

and Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

COMMON

STOCK PURCHASE WARRANT

Ocean

Power Technologies, INC.

Warrant

Shares: _________1

Issue Date:

June [__], 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time or times on or after the six (6) month anniversary of the Issue Date (the “Initial Exercise Date”)

and on or prior to 5:00 p.m. (New York City time) on the six (6) year anniversary of the Initial Exercise Date (the “Termination

Date”), but not thereafter, to subscribe for and purchase from Ocean Power Technologies, Inc., a Delaware corporation (the

“Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of

Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in

Section 2(b).

Section

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

Securities Purchase Agreement (the “Purchase Agreement”), dated June [__], 2026, by and between the Company and the

Purchaser signatory thereto. In addition to the terms defined elsewhere in this Warrant, the following words and terms have the meanings

indicated in this Section 1:

“Bid

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

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

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

(New York, N.Y. time) to 4:02 p.m. (New York, N.Y. time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and

if the Common Stock is listed or quoted for trading on OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”),

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 a Trading Market, OTCQB or OTCQX and if prices for the Common Stock

are then reported on The Pink Open Market (or its successor operated by OTC Markets or a similar organization or agency succeeding to

its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the

fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority

in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by

the Company.

“Commission”

means the United States Securities and Exchange Commission.

Aggregate number of shares of Common Stock underlying the warrant issued to the Holder is equal to 100% of the sum of the number of shares

of Common Stock and shares of Common Stock underlying Pre-Funded Warrants, if any, purchased by the Holder pursuant to the Purchase Agreement.

“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 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market

and if the Common Stock is then listed or quoted on the OTCQB or the OTCQX, the volume weighted average price of the Common Stock for

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

on OTCQB or OTCQX and if prices for the Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,

the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser, or

if more than one Purchaser, then 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.

Section

2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable after the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, upon exercise of a portion of this Warrant, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

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

(the “Exercise Price”).

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

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in

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

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

(A)

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

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

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

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

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

Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular

trading hours” on such Trading Day;

(B)

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

(X)

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

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

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

Securities Act, assuming that no commission or other remuneration is paid or given directly or indirectly for soliciting such exercise,

the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, including with respect to the holding

period and/or the registration thereof. The Company agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) the Warrant is being exercised via cashless exercise, and otherwise by physical delivery of

a certificate or by electronic delivery through books and records maintained by the Company’s transfer agent (at the election of

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

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

that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day

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

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

; provided, however, that in the event the Holder duly delivers the Notice of Exercise to the Company but has not delivered

the aggregate Exercise Price to the Company within two (2) Trading Days of delivery of such Notice of Exercise, the Warrant Share Delivery

Date shall be deemed to occur one (1) Trading Day after delivery of the aggregate Exercise Price to the Company. Upon delivery of the

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

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

the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company

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

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

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

to $20 per Trading Day beginning five (5) Trading Days after such damages have begun to accrue) for each Trading Day after such Warrant

Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer

agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market (or the OTCQB or OTCQX, depending upon which of these the Common Stock trades if the Common Stock is not listed on a Trading

Market) with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. For the avoidance of doubt,

the Standard Settlement Period as of the date of this Warrant is one (1) Trading Day.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

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

iv.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

vi.

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

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the

Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental

thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the

Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic

delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right

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

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

Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and any other Persons whose beneficial ownership

of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange

Act (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation

(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and

its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution

Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is

being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised

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

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

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

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

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

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

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

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

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

and the Company shall have no obligation to verify or confirm the accuracy of such determination (other than to the extent that the information

on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings

relied upon by the Holder). In addition, a determination as to any group status as contemplated above shall be determined in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining

the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected

in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares

of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and

in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common

Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by

the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was

reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder in compliance with this

Section 2(d) prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,

may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership

Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to

apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered

to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with

the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended

Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to

such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

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

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

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

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

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to

the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

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

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

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

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

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

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

Common Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one

or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more

than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any

subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to

any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation

or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor

entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions

of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on

the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and

which is reasonably satisfactory in form and substance to the Holder. Notwithstanding anything to the contrary, in the event of a Fundamental

Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently

with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of

the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the

Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental

Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved

by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the

date of the consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), valued

at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock

of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination

thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection

with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration

in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value”

means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,

L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes

and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date

of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the

greater of (1) 100%, (2) the 30 day volatility, (3) the 100 day volatility or (4) the 365 day volatility, each of clauses (2)-(4) as

obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following

the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall

be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if

any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately

preceding the announcement of the applicable Fundamental Transaction (or the consummation of such Fundamental Transaction, if earlier)

and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d), and (D) a remaining option time equal to the

time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost

of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

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

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance

with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and

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

to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar

in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity

(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard

to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the

exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant

to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise

price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

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

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

of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the

other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance

of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares.

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

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

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

Notice to Holder.

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

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

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

whether or not the Company provides any such notice, each Holder shall only be required to pay the adjusted Exercise Price with respect

to such exercise, regardless of whether a Holder accurately refers to such price in any Notice of Exercise If the aggregate Exercise

Price paid by the Holder exceeds the amount that should have been paid based on the adjusted Exercise Price, the Company shall promptly

return any excess aggregate Exercise Price to the Holder.

ii.

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

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

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

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

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

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

other securities, cash or property, or any Fundamental Transaction, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the

Holder at its last email address as it shall appear upon the Warrant Register (as defined below) of the Company, at least twenty (20)

calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record

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

date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants

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

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

exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof

shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided

in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company

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

to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice

except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section

5. Miscellaneous.

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

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

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

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

to net cash settle an exercise of this Warrant.

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

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

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

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

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

or stock certificate.

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

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

Day.

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

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

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

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

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

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

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

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

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

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

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but

will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

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

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

any public regulatory body or bodies having jurisdiction thereof.

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

in accordance with the provisions of the Purchase Agreement.

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

the Holder does not utilize the “cashless exercise” feature, will have restrictions upon resale imposed by state and federal

securities laws.

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

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase

Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

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

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

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

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

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

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

or by creditors of the Company.

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

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

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

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

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

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

the one hand, and the Holder (or the beneficial owner of this Warrant), on the other hand.

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

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

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

provisions of this Warrant.

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

a part of this Warrant.

********************

(Signature

Page Follows)

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

indicated.

Ocean

Power Technologies, INC.

By:

Name:

Philipp

Stratmann

Title:

Chief

Executive Officer

EXHIBIT

NOTICE

OF EXERCISE

To:

OCEAN POWER TECHNOLOGIES, INC.

(1)

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

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

(2)

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

☐

in lawful money of the United States; or

☐

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

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

set forth in subsection 2(c).

(3)

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

_______________________________

The

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

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ___________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________________________________

Name

of Authorized Signatory: _______________________________________________________________________

Title

of Authorized Signatory: ________________________________________________________________________

Date:

___________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

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

shares.)

FOR

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

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:__________________________

Holder’s

Address:___________________________

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit 5.1

1000

Main Street, 36th Floor

Houston,

Texas 77002

Telephone

{713} 226-6000

Telecopier

{713} 228-1331

porterhedges.com

June

4, 2026

014660/0032

Ocean

Power Technologies, Inc.

Engelhard Drive, Suite B

Monroe

Township, NJ 08831

Ladies

and Gentlemen:

have acted as counsel to Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), in connection

with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a prospectus

supplement (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Act”),

related to the Company’s shelf registration statement on Form S-3 (Registration No. 333-275843) (as amended, the “Registration

Statement”). The Prospectus Supplement relates to the issuance by the Company of up to (i) 25,000,000 shares (the

“Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”);

(ii) common warrants to purchase up to 25,000,000 shares of Common Stock (the “Common Warrants”); and

(iii) the 25,000,000 shares of Common Stock underlying the Common Warrants (the “Warrant Shares”). The

Shares, the Common Warrants and the Warrant Shares are being sold by the Company pursuant to a securities purchase agreement (the “SPA”)

entered into by and between the Company and certain accredited institutional investors.

For

purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the certificate

of incorporation and amended and restated bylaws, each as amended to date, of the Company; (ii) the Registration Statement;

(iii) the Prospectus Supplement; and (iv) the corporate records of the Company, including minute books of the Company, certificates of

public officials and of representatives of the Company, statutes and other instruments and documents as we considered appropriate for

purposes of the opinions hereafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and

of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions

below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals

are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that

all information submitted to us was accurate and complete.

making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the

legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to

the original documents of all documents submitted to us as copies thereof.

Ocean

Power Technologies, Inc.

June

4, 2026

Page

Based

on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that (i) the Shares

have been duly authorized and, when issued and paid for in accordance with the terms of the SPA, will be validly issued, fully paid and

non-assessable, (ii) the Common Warrants have been duly authorized and, when executed and delivered by the Company will constitute the

legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy,

insolvency or other similar laws affecting creditors’ rights and to general equitable principles and (iii) the Warrant Shares have

been duly authorized and, when issued and paid for upon the due exercise of the Common Warrants in accordance with the terms thereof,

will be validly issued, fully paid and non-assessable.

The

opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware, the applicable

law of the State of New York and applicable federal law.

hereby consent to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K that will be filed by the Company and

incorporated by reference into the Registration Statement. We also consent to the references to our Firm under the heading “Legal

Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not hereby admit we are in the

category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very

truly yours,

/s/

Porter Hedges LLP

PORTER

HEDGES LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2026, between Ocean Power Technologies,

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

its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), 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

1.1. Definitions.

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

the following terms have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.4.

“Action”

shall have the meaning ascribed to such term in Section 3.1.10.

“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.

“Board

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

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

open for use by customers on such day.

“Closing”

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

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st)

Trading Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on

a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Common

Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2.1 hereof, which warrants shall be exercisable beginning on the six (6) month anniversary of the date of issuance and

have a term equal to six (6) years from the initial exercise date, in the form of Exhibit C attached hereto.

“Common

Warrant Shares” means the aggregate number of shares of Common Stock issuable upon exercise of the Common Warrants issued to

all Purchasers pursuant to the terms of this Agreement, which shall be equal to 100% of the aggregate number of Shares and Pre-Funded

Warrant Shares, if any, purchased by all Purchasers pursuant to this Agreement.

“Company

Counsel” means Porter Hedges LLP, with offices located at 1000 Main Street, 36th Floor, Houston, Texas 77002.

“Disclosure

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

“Disclosure

Time” means, (i) if this Agreement is signed on a 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, 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.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1.19.

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock, options restricted stock units or other securities to employees,

officers, directors or independent contractors of the Company pursuant to any stock or option plan duly adopted for such purpose, by

a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors

established for such purpose for services rendered to the Company provided, however, that any securities issued to independent contractors

under this clause (a) 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 during the prohibition period in Section 4.9.1, (b)

shares of Common Stock issued pursuant to securities exercisable or exchangeable for or convertible into shares of Common Stock issued

and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to

increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other

than in connection with stock splits or combinations or as otherwise required by the existing terms of such securities) or to extend

the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions 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 during

the prohibition period in Section 4.9.1 herein, and provided that any such issuance shall only be to a Person (or to the equityholders

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.

“FCPA”

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

“GAAP”

shall have the meaning ascribed to such term in Section 3.1.8.

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1.16.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers,

and certain stockholders of the Company, in the form of Exhibit A attached hereto.

“Material

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

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1.14.

“Per

Share and Common Warrant Purchase Price” equals $[●], subject to adjustment for reverse and forward stock splits, stock

dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement, provided

that the purchase price per Pre-Funded Warrant and Common Warrant shall be the Per Share and Common Warrant Purchase Price minus $0.001.

“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.

“Placement

Agent” means Ladenburg Thalmann & Co. Inc.

“Pre-Funded

Warrants” means, collectively, the pre-funded warrants to purchase shares of Common Stock delivered to the Purchasers at the

Closing in accordance with Section 2.2.1 hereof, which warrants shall be exercisable upon issuance and will not expire until exercised

in full, in the form of Exhibit B attached hereto.

“Pre-Funded

Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

“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, to the Company’s knowledge, threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.7.

“Registration

Statement” means the effective registration statement with Commission file No. 333-275843 which registers the sale of the Securities

to the Purchasers, and includes any Rule 462(b) Registration Statement.

“Required

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

“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.

“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.

“Rule

462(b) Registration Statement” means any registration statement prepared by the Company registering additional Public Securities,

which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated

by the Commission pursuant to the Securities Act.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1.8.

“Securities”

means the Shares, the Warrants, and the Warrant Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares (and/or the Pre-Funded Warrants) and Common

Warrants 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 (minus, if applicable, a Purchaser’s

aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for

cash).

“Subsidiary”

means any subsidiary of the Company as set forth on Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended

April 30, 2025, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the

date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

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

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

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

“Transaction

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

executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address of 250 Royall

Street, Canton, MA 02021-1011, and any successor transfer agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.9.2.

“Warrants”

means, collectively, the Common Warrants and the Pre-Funded Warrants.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

2. Purchase

and Sale

2.1. Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company

agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an

aggregate of $[___] of Shares and Common Warrants; provided, however, that, to the extent

that a Purchaser determines, in its sole discretion, that such Purchaser (together with such

Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser

or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial

Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares

such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner

to result in the same aggregate purchase price being paid by such Purchaser to the Company.

In each case, the election to receive Pre-Funded Warrants is solely at the option of the

Purchaser. Each Purchaser’s Subscription Amount as set forth on the signature page

hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”

settlement with the Company or its designee. The Company shall deliver to each Purchaser

its respective Securities, and the Company and each Purchaser shall deliver the other items

set forth in Section 2.2 deliverable at the Closing. On the Closing Date, the Company will

(A) cause the Transfer Agent to issue the Shares in book-entry form, free and clear of all

restrictive and other legends (except as expressly provided in Section 4.13 hereof), (B)

deliver to each Purchaser Common Warrants exercisable for a number of shares of Common Stock

as set forth on the signature page of this Agreement with respect to such Purchaser, and

exercisable for a number of shares of Common Stock as set forth on the signature page of

this Agreement with respect to such Purchaser. Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer

of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement

of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing

Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses

and released by the Transfer Agent directly to the account(s) at the Placement Agent identified

by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically

deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the

Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding

anything herein to the contrary, if at any time on or after the time of execution of this

Agreement by the Company and an applicable Purchaser, through, and including the time immediately

prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells

to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser

at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser

shall, automatically hereunder (without any additional required actions by such Purchaser

or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares

at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement

Shares to such Purchaser prior to the Company’s receipt of the purchase price of such

Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges

and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser

as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares

of Common Stock to any Person and that any such decision to sell any shares of Common Stock

by such Purchaser shall solely be made at the time such Purchaser elects to effect any such

sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription

Amount set forth on the signature pages attached hereto, the number of Shares purchased by

a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares

of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such

Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange

Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the

Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s

Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum

immediately prior to the Closing, shall be conditioned upon the issuance of Securities at

the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s

beneficial ownership of the Securities would otherwise be deemed to exceed the Beneficial

Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced

as necessary in order to comply with this paragraph. Purchaser shall not engage in net short

sales prior to Closing.

2.2. Deliveries.

2.2.1. On

or prior to the Closing Date (except as indicated below), the Company shall deliver or cause

to be delivered to each Purchaser the following:

2.2.1.1. this

Agreement duly executed by the Company;

2.2.1.2. a

legal opinion of Company Counsel, substantially in the form reasonably acceptable to each

Purchaser;

2.2.1.3. subject

to the last sentence of Section 2.1, the Company shall have provided each Purchaser with

the Company’s wire instructions;

2.2.1.4. subject

to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer

Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository

Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s

Subscription Amount divided by the Per Share and Common Warrant Purchase Price (minus the

number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded

Warrant, if applicable), registered in the name of such Purchaser;

2.2.1.5. a

Common Warrant registered in the name of such Purchaser to purchase up to a number of shares

of Common Stock equal to [____]% of the sum of such Purchaser’s Shares and Pre-Funded

Warrant Shares, with an exercise price equal to $____, subject to adjustment therein;

2.2.1.6. for

each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered

in the name of such Purchaser to purchase up to a number of shares of Common Stock equal

to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant

divided by the Per Share and Common Warrant Purchase Price minus $0.001, with an exercise

price equal to $0.001, subject to adjustment therein;

2.2.1.7. on

the date hereof, the duly executed Lock-Up Agreements;

2.2.1.8. an

Officer’s Certificate, in form and substance reasonably satisfactory to the Placement

Agent;

2.2.1.9. a

Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement

Agent; and

2.2.1.10. from

the Chief Financial Officer of the Company, a certificate certifying as to certain financial

matters set forth therein and in form and substance satisfactory in all respects to the Placement

Agent, dated as of the date of this Agreement; and

2.2.1.11. the

Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172

under the Securities Act).

2.2.2. On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the

Company, the following:

2.2.2.1. this

Agreement duly executed by such Purchaser; and

2.2.2.2. such

Purchaser’s Subscription Amount, which shall be made available for “Delivery

Versus Payment” settlement with the Company or its designee.

2.3. Closing

Conditions.

2.3.1. The

obligations of the Company hereunder in connection with the Closing are subject to the following

conditions being met:

2.3.1.1. the

accuracy in all material respects (or, to the extent representations or warranties are qualified

by materiality, in all respects) on the Closing Date of the representations and warranties

of the Purchasers contained herein (unless as of a specific date therein in which case they

shall be accurate in all material respects (or, to the extent representations or warranties

are qualified by materiality, in all respects) as of such date);

2.3.1.2. all

obligations, covenants and agreements of each Purchaser required to be performed at or prior

to the Closing Date shall have been performed; and

2.3.1.3. the

delivery by each Purchaser of the items set forth in Section 2.2.2 of this Agreement.

2.3.2. The

respective obligations of the Purchasers hereunder in connection with the Closing are subject

to the following conditions being met:

2.3.2.1. 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 Company contained herein (unless as of

a specific date therein in which case they shall be accurate in all material respects, or

to the extent representations or warranties are qualified by materiality or Material Adverse

effect, in all respects as of such date);

2.3.2.2. all

obligations, covenants and agreements of the Company required to be performed at or prior

to the Closing Date shall have been performed;

2.3.2.3. the

delivery by the Company of the items set forth in Section 2.2.1 of this Agreement;

2.3.2.4. there

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

2.3.2.5. 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.

3. Representations

and Warranties

3.1. Representations

and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure

Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any

representation or otherwise made herein to the extent of the disclosure contained in the

corresponding section of the Disclosure Schedules, the Company hereby makes the following

representations and warranties to each Purchaser as of the date hereof and as of the Closing

Date as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

3.1.1. Subsidiaries.

All of the subsidiaries of the Company are set forth on Exhibit 21.1 of the Company’s

Annual Report on Form 10-K for the year ended April 30, 2025. 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. The Company and each of the Subsidiaries is an entity duly incorporated

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

of its incorporation or organization, with the requisite power and authority to own and use

its properties and assets and to carry on its business as currently conducted, except where

the failure to be in good standing could not reasonably be expected to have a Material Adverse

Effect. Neither the Company nor any Subsidiary is in violation nor default of any of the

provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct

business and is in good standing as a foreign corporation or other entity in each jurisdiction

in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may

be, would not have or reasonably be expected to result in: (i) a material adverse effect

on the legality, validity or enforceability of any Transaction Document, (ii) a material

adverse effect on the results of operations, assets, business, prospects or condition (financial

or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material

adverse effect on the Company’s ability to perform in any material respect on a timely

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

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction

revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

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 the Company is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance

with the terms hereof and thereof, will constitute the valid and binding obligation of the

Company enforceable against the Company in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally,

(ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

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 or articles of incorporation, bylaws or other organizational or charter documents,

(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 pursuant to, 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, individually or in the

aggregate, 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 4.3 of this Agreement, (ii) the filing

with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable

Trading Market for the listing of the Shares for trading thereon in the time and manner required

thereby and (iv) such filings as are required to be made under applicable state securities

laws (collectively, the “Required Approvals”).

3.1.6. Issuance

of the Securities; Registration. The Shares and the Warrants are duly authorized and,

when issued and paid for in accordance with the applicable Transaction Documents, will be

duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Warrants, when paid for and issued in accordance with this Agreement,

will constitute valid and binding obligations of the Company, enforceable against the Company

in accordance with their terms, except as such enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting the rights of creditors

generally and subject to general principles of equity. The Warrant Shares, when issued in

accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable,

free and clear of all Liens imposed by the Company. The Company has reserved and will keep

available from its duly authorized capital stock the maximum number of shares of Common Stock

issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed

the Registration Statement in conformity with the requirements of the Securities Act, which

became effective on December 12, 2023, including the Prospectus, and such amendments and

supplements thereto as may have been required to the date of this Agreement. The Registration

Statement is effective under the Securities Act and no stop order preventing or suspending

the effectiveness of the Registration Statement or suspending or preventing the use of the

Prospectus has been issued by the Commission and no proceedings for that purpose have been

instituted or, to the knowledge of the Company, are threatened by the Commission. The Company,

if required by the rules and regulations of the Commission, shall file the Prospectus with

the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments

thereto became effective, at the date of this Agreement and at the Closing Date, the Registration

Statement and any amendments thereto conformed and will conform in all material respects

to the requirements of the Securities Act and did not, does not and will not contain any

untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary to make the statements therein not misleading; and the Prospectus and

any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement

thereto was issued and at the Closing Date, conformed and will conform in all material respects

to the requirements of the Securities Act and did not, does not and will not contain an untrue

statement of a material fact or omit to state a material fact necessary in order to make

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

misleading. The Company was at the time of the filing of the Registration Statement eligible

to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it

meets the transaction requirements with respect to the aggregate market value of securities

being sold pursuant to this offering and during the twelve (12) months prior to this offering,

as set forth in General Instruction I.B.I of Form S-3.

3.1.7. Capitalization.

The Company has an authorized and outstanding capitalization as set forth in the SEC Reports.

The Company has not issued any capital stock since its most recently filed periodic report

under the Exchange Act, other than pursuant to the exercise of employee stock options under

the Company’s stock option plans, the issuance of shares of Common Stock to employees

pursuant to the Company’s employee stock purchase plans, 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. There are no outstanding options, warrants, scrip rights to

subscribe to, calls or commitments of any character whatsoever relating to, or securities,

rights or obligations convertible into or exercisable or exchangeable for, or giving any

Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock

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

Company or any Subsidiary is or may become bound to issue additional shares of Common Stock

or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of

the Securities will not obligate the Company or any Subsidiary to issue shares of Common

Stock or other securities to any Person (other than the Purchasers). 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

3.1.7 or as a result of the purchase and sale of the Securities, 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 stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All of the outstanding

shares of capital stock of the Company are duly authorized, validly issued, fully paid and

nonassessable, have been issued in compliance with all federal and state securities laws,

and none of such outstanding shares was issued in violation of any preemptive rights or similar

rights to subscribe for or purchase securities. No further approval or authorization of any

stockholder, the Board of Directors or others is required for the issuance and sale of the

Securities. There are no stockholders agreements, voting agreements or other similar agreements

with respect to the Company’s capital stock to which the Company is a party or, to

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

3.1.8. 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 one year 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, together with the Prospectus and the Prospectus Supplement,

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 financial statements of the Company included

in the SEC Reports comply in all material respects with applicable accounting requirements

and the rules and regulations of the Commission with respect thereto as in effect at the

time of filing. Such financial statements have been prepared in accordance with United States

generally accepted accounting principles applied on a consistent basis during the periods

involved (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain

all footnotes required by GAAP, and fairly present in all material respects the financial

position of the Company and its consolidated Subsidiaries as of and for the dates thereof

and the results of operations and cash flows for the periods then ended, subject, in the

case of unaudited statements, to normal, immaterial, year-end audit adjustments.

3.1.9. Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest

audited financial statements included within the SEC Reports, and except as otherwise set

forth in Schedule 3.1.9, (i) there has been no event, occurrence or development that has

had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the

Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables

and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements

pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has

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

or distribution of cash or other property to its stockholders or purchased, redeemed or made

any agreements to purchase or redeem any shares of its capital stock and (v) the Company

has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option plans. The Company does not have pending before the Commission

any request for confidential treatment of information. 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 Trading Day prior to the date that this representation is

made.

3.1.10. Litigation.

Except as disclosed in Schedule 3.1.10, 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”) which (i)

adversely affects or challenges the legality, validity or enforceability of any of the Transaction

Documents or the Securities 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 to the Company’s knowledge any current or former director or officer of the Company.

The Commission has not issued any stop order or other order suspending the effectiveness

of any registration statement filed by the Company or any Subsidiary under the Exchange Act

or the Securities Act.

3.1.11. 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 would 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 would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect.

3.1.12. 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 would not have or reasonably be expected to result in a Material Adverse Effect.

3.1.13. Environmental

Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in compliance

in all material respects 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.

3.1.14. 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 would 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.

3.1.15. Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple

to all real property owned by them and good and marketable title in all personal property

owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except for (i) Liens as do not materially affect the value

of such property and do not materially interfere with the use made and proposed to be made

of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,

state or other taxes, for which appropriate reserves have been made therefor in accordance

with GAAP and, the payment of which is neither delinquent nor subject to penalties, and except

those matters that would not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect. Any real property and facilities held under lease by the

Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases

with which the Company and the Subsidiaries are in compliance, except where the failure to

be in compliance would not reasonably be expected to have a Material Adverse Effect.

3.1.16. Intellectual

Property. Except as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect, the Company and the Subsidiaries have, or have rights

to use, all patents, patent applications, trademarks, trademark applications, service marks,

trade names, trade secrets, inventions, copyrights, licenses and other intellectual property

rights and similar rights necessary or required for use in connection with their respective

businesses as described in the SEC Reports and which the failure to so have could have a

Material Adverse Effect (collectively, the “Intellectual Property Rights”).

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

that any of, the Intellectual Property Rights has expired, terminated or been abandoned,

or except as would not have a Material Adverse Effect is expected to expire or terminate

or be abandoned, within two (2) years from the date of this Agreement. Neither the Company

nor any Subsidiary has received, since the date of the latest audited financial statements

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

that the Intellectual Property Rights violate or infringe upon the rights of any Person,

except as would 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 would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

3.1.17. [RESERVED]

3.1.18. Data

Security. (i) To the best of the Company’s knowledge, the Company has complied

and is presently in compliance in all material respects with all internal and external privacy

policies, contractual obligations, applicable laws, statutes, judgments, orders, rules and

regulations of any court or arbitrator or other governmental or regulatory authority and

any other legal obligations, in each case, relating to the collection, use, transfer, import,

export, storage, protection, disposal and disclosure by the Company of personal, personally

identifiable, household, sensitive, confidential or regulated data (“Data Security

Obligations”, and such data, “Data”); (ii) the Company has not

received any notification of or complaint regarding and is unaware of any other facts that,

individually or in the aggregate, would reasonably indicate non-compliance with any Data

Security Obligation; and (iii) there is no action, suit or proceeding by or before any court

or governmental agency, authority or body pending or, to the Company’s knowledge, threatened

alleging non-compliance with any Data Security Obligation nor are there any incidents under

internal review or investigations relating to the same.

3.1.19. Data

Protection; No Breaches. To the best of the Company’s knowledge, the Company’s

information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases are adequate for, and operate and perform in all material

respects as required in connection with, the operation of the business of the Company as

currently conducted, free and clear of all material bugs, errors, defects, Trojan horses,

time bombs, malware and other corruptants. The Company has taken commercially reasonable

efforts to protect the information technology systems and Data used in connection with the

operation of the Company’s business. Without limiting the foregoing, the Company has

used reasonable efforts to establish and maintain reasonable information technology, information

security, cyber security and data protection controls, policies and procedures, including

oversight, access controls, encryption, technological and physical safeguards and business

continuity/disaster recovery and security plans that are designed to protect against and

prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation

or modification, or other compromise or misuse of or relating to any information technology

system or Data used in connection with the operation of the Company’s business (“Breach”).

There has been no such Breach, and the Company has not been notified of and has no knowledge

of any event or condition that would reasonably be expected to result in, any such Breach.

3.1.20. 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. 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.

3.1.21. Transactions

With Affiliates and Employees. None of the officers or directors of the Company or any

Subsidiary and, to the knowledge of the Company, none of the employees of the Company or

any Subsidiary is presently a party to any transaction with the Company or any Subsidiary

(other than for services as employees, officers and directors), including any contract, agreement

or other arrangement providing for the furnishing of services to or by, providing for rental

of real or personal property to or from, providing for the borrowing of money from or lending

of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee, stockholder, member

or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting

fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company

and (iii) other employee benefits, including stock option agreements under any stock option

plan of the Company.

3.1.22. Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with

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

effective as of the date hereof, and any and all applicable rules and regulations promulgated

by the Commission thereunder that are effective as of the date hereof and as of the Closing

Date. Except as disclosed in the Disclosure Schedules, 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 and liabilities is compared with the existing assets and

liabilities at reasonable intervals and appropriate action is taken with respect to any differences.

Except as disclosed in the Disclosure Schedules, the Company and the Subsidiaries have established

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

for the Company and the Subsidiaries and designed such disclosure controls and procedures

to ensure that information required to be disclosed by the Company in the reports it files

or submits under the Exchange Act is recorded, processed, summarized and reported, within

the time periods specified in the Commission’s rules and forms. The Company’s

certifying officers have evaluated the effectiveness of the disclosure controls and procedures

of the Company and the Subsidiaries as of the end of the period covered by the most recently

filed periodic report under the Exchange Act (such date, the “Evaluation Date”).

The Company presented in its most recently filed periodic report under the Exchange Act the

conclusions of the certifying officers about the effectiveness of the disclosure controls

and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation

Date, there have been no changes in the internal control over financial reporting (as such

term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially

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

reporting of the Company and its Subsidiaries.

3.1.23. Certain

Fees. Except for fees payable by the Company to 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 with respect to the transactions contemplated by the Transaction Documents.

The Purchasers shall have no obligation with respect to any fees or with respect to any claims

made by or on behalf of other Persons for fees of a type contemplated in this Section that

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

3.1.24. Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt

of payment for the Securities, will not be or be an Affiliate of, an “investment company”

within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct

its business in a manner so that it will not become an “investment company” subject

to registration under the Investment Company Act of 1940, as amended.

3.1.25. Registration

Rights. Except as disclosed in the Disclosure Schedules, 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.

3.1.26. Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b)

of the Exchange Act, and the Company has taken no action designed to terminate, 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, in the 12 months preceding

the date hereof, received notice from any Trading Market on which the Common Stock is or

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

or maintenance requirements of such Trading Market. The 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. 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.

3.1.27. 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.

3.1.28. 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 which is

not otherwise disclosed in the Prospectus Supplement. 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, including the Disclosure Schedules to this Agreement,

is true and correct in all material respects 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 3.2 hereof.

3.1.29. No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and

warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor

any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that

would cause this offering of the Securities to be integrated with prior offerings by the

Company for purposes of any applicable shareholder approval provisions of any Trading Market

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

3.1.30. Solvency.

Based on the consolidated financial condition of the Company as of the date hereof, 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 from the Closing Date.

3.1.31. Tax

Status. Except for matters that would not, individually or in the aggregate, have or

reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries

each (i) has made or filed all United States federal, state and local income and all foreign

income and franchise tax returns, reports and declarations required by any jurisdiction to

which it is subject, (ii) has paid all taxes and other governmental assessments and charges

that are material in amount, shown or determined to be due on such returns, reports and declarations

and (iii) has set aside on its books provision reasonably adequate for the payment of all

material taxes for periods subsequent to the periods to which such returns, reports or declarations

apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority

of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis

for any such claim.

3.1.32. Foreign

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

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

Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,

entertainment or other unlawful expenses related to foreign or domestic political activity,

(ii) made any unlawful payment to foreign or domestic government officials or employees or

to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed

to disclose fully any contribution made by the Company or any Subsidiary (or made by any

person acting on its behalf of which the Company is aware) which is in violation of law,

or (iv) violated in any material respect any provision of FCPA.

3.1.33. Accountants.

The Company’s accounting firm is Baker Tilly US, LLP. 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 fiscal year ending April 30,

2026.

3.1.34. 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, to its knowledge, 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.

3.1.35. Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere

herein to the contrary notwithstanding (except for Sections 3.2.6 and 4.11 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 and/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 value of the Warrant Shares deliverable with

respect to the Securities 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 conducted. The Company acknowledges

that such aforementioned hedging activities do not constitute a breach of any of the Transaction

Documents. Each Purchaser will comply with Regulation M and anti-manipulation laws.

3.1.36. Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has,

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

or manipulation of the price of any security of the Company to facilitate the sale or resale

of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting

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

for soliciting another to purchase any other securities of the Company, other than, in the

case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with

the placement of the Securities.

3.1.37. Cybersecurity.

To the Company’s knowledge, (i)(x) there has been no security breach or other compromise

of or relating to any of the Company’s or any Subsidiary’s information technology

and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and to the Company’s knowledge any third party

data maintained by or on behalf of it), equipment or technology (collectively, “IT

Systems and Data”) and (y) the Company and the Subsidiaries have not been notified

of, and has no knowledge of any event or condition that would reasonably be expected to result

in, any security breach or other compromise to its IT Systems and Data; (ii) the Company

and the Subsidiaries are presently in compliance with all applicable laws or statutes and

all judgments, orders, rules and regulations of any court or arbitrator or governmental or

regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Data and to the protection of such IT Systems and Data from

unauthorized use, access, misappropriation or modification, except as would not, individually

or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries

have implemented and maintained commercially reasonable safeguards to maintain and protect

its material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented

backup and disaster recovery technology consistent with industry standards and practices.

3.1.38. Stock

Option Plans. Each stock option granted by the Company under the Company’s stock

option plan was granted (i) in accordance with the terms of the Company’s stock option

plan and (ii) with an exercise price at least equal to the fair market value of the Common

Stock on the date such stock option would be considered granted under GAAP and applicable

law. No stock option granted under the Company’s stock option plan has been backdated.

The Company has not knowingly granted, and there is no and has been no Company policy or

practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the

grant of stock options with, the release or other public announcement of material information

regarding the Company or its Subsidiaries or their financial results or prospects.

3.1.39. 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 sanctions administered or enforced by the U.S. Government, including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury

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

the designation as a “specially designated national” or “blocked person”

(“Sanctions”). Since April 24, 2019, the Company nor any of its Subsidiaries

have knowingly engaged in or are now knowingly engaged in any dealings or transactions with

any person that at the time of the dealing or transaction is or was the subject or the target

of Sanctions or with any Sanctioned Country.

3.1.40. 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.

3.1.41. Bank

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

subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or

controls, directly or indirectly, five percent (5%) or more of the outstanding shares of

any class of voting securities or twenty-five percent or more of the total equity of a bank

or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither

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

the management or policies of a bank or any entity that is subject to the BHCA and to regulation

by the Federal Reserve.

3.1.42. 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. 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):

3.2.1. Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed,

validly existing and in good standing under the laws of the jurisdiction of its incorporation

or formation with full right, corporate, partnership limited liability company or similar

power and authority to enter into and to consummate the transactions contemplated by the

Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of the Transaction Documents and performance by such Purchaser

of the transactions contemplated by the Transaction Documents have been duly authorized by

all necessary corporate, partnership, limited liability company or similar action, as applicable,

on the part of such Purchaser. Each Transaction Document to which it is a party has been

duly executed by such Purchaser, and when delivered by such Purchaser in accordance with

the terms hereof, will constitute the valid and legally binding obligation of such Purchaser,

enforceable against it in accordance with its terms, except: (i) as limited by general equitable

principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws

of general application affecting enforcement of creditors’ rights generally, (ii) as

limited by laws relating to the availability of specific performance, injunctive relief or

other equitable remedies and (iii) insofar as indemnification and contribution provisions

may be limited by applicable law.

3.2.2. Understandings

or Arrangements. Such Purchaser is acquiring the Securities as principal for its own

account and has no direct or indirect arrangement or understandings with any other persons

to distribute or regarding the distribution of such Securities in violation of the Securities

Act or any applicable state securities law (this representation and warranty not limiting

such Purchaser’s right to sell the Securities pursuant to the 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.

3.2.3. Purchaser

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

hereof it is 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.

3.2.4. 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.

3.2.5. 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. Such Purchaser

acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement

Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any

Affiliate has made or makes any representation as to the Company or the quality of the Securities

and the Placement Agent and any Affiliate may have acquired non-public information with respect

to the Company which such Purchaser agrees need not be provided to it. In connection with

the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of

its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

3.2.6. 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 pricing 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.

3.2.7. Independent

Investment Decision. Each Purchaser has independently evaluated the merits of its decision

to purchase Securities pursuant to this Agreement. Each Purchaser understands that nothing

in this Agreement or any other materials presented by or on behalf of the Company to the

Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment

advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its

sole discretion, has deemed necessary or appropriate in connection with its purchase of the

Securities.

3.2.8. Acknowledgment

of Risk. Each Purchaser acknowledges and understands that its investment in the Securities

involves a significant degree of risk, including, without limitation: (i) the Company may

remain a development stage business with limited operating history and requires substantial

funds in addition to the proceeds from the sale of the Securities; (ii) an investment in

the Company is speculative, and only investors who can afford the loss of their entire investment

should consider investing in the Company and the Common Stock; (iii) each Purchaser may not

be able to liquidate its investment; (iv) transferability of the Securities is extremely

limited; (v) in the event of a disposition of the Securities, the Purchaser could sustain

the loss of its entire investment; (vi) the Company has not paid any dividends on its Common

Stock since inception and does not anticipate the payment of dividends in the foreseeable

future; (vii) the foregoing risks are more fully set forth in the SEC Reports; and (viii)

that no United States federal or state agency or any other government or governmental agency

has passed on or made any recommendation or endorsement of the Securities or the fairness

or suitability of the investment in the Securities nor have such authorities passed upon

or endorsed the merits of the offering of the Securities.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

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

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

or the consummation of the transactions contemplated hereby. 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. Furnishing

of Information. Until the time that no Purchaser owns Securities, the Company covenants

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. 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 for purposes of the rules and regulations

of any Trading Market such that it would require shareholder approval prior to the closing

of such other transaction unless shareholder approval is obtained before the closing of such

subsequent transaction.

4.3. 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) file

a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with

the Commission within the time required by the Exchange Act. 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,

Affiliates or agents, including, without limitation, the Placement Agent, in connection with

the transactions contemplated by the Transaction Documents. 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 entered into connection with the transaction contemplated

by this Agreement, whether written or oral, between the Company, any of its Subsidiaries

or any of their respective officers, directors, agents, employees, Affiliates or agents,

including without limitation, the Placement Agent, 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 or the rules of any Trading Market, 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) as required by federal

securities law in connection with 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 case the Company shall provide the Purchasers with prior notice of such disclosure

permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such

disclosure.

4.4. 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.

4.5. 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 4.3,

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, 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, employees, Affiliates or agents, including, without limitation, the Placement

Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers,

directors, employees, Affiliates or agents including, without limitation, the Placement Agent,

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 file such notice with the Commission pursuant to a Current Report on Form 8-K. The

Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.6. Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder

for working capital purposes and shall not use such proceeds: (a) for the redemption of any

Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation

or (c) in violation of FCPA or OFAC regulations.

4.7. Indemnification

of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify

and hold each Purchaser and its directors, officers, shareholders, members, partners, investment

managers, employees and agents (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding a lack of such title or any other title),

each Person who controls such Purchaser (within the meaning of Section 15 of the Securities

Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,

members, partners, investment managers, or employees (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding a lack of such title or any

other title) of such controlling persons (each, a “Purchaser Party”) harmless

from any and all losses, liabilities, obligations, claims, contingencies, damages, costs

and expenses, including all judgments, amounts paid in settlements, court costs and reasonable

attorneys’ fees and costs of investigation that any such Purchaser Party may suffer

or incur as a result of or relating to (a) any breach of any of the representations, warranties,

covenants or agreements made by the Company in this Agreement or in the other Transaction

Documents or (b) any action instituted against the Purchaser Parties in any capacity, or

any of them or their respective Affiliates, by any stockholder of the Company who is not

an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated

by the Transaction Documents, unless such action is solely based upon a material breach of

such Purchaser Party’s representations, warranties or covenants under the Transaction

Documents or any agreements or understandings such Purchaser Party may have with any such

stockholder or any violations by such Purchaser Party of state or federal securities laws

or any conduct by such Purchaser Party which is finally judicially determined to constitute

fraud, gross negligence or willful misconduct. If any action shall be brought against any

Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such

Purchaser Party shall promptly notify the Company in writing, and, the Company shall have

the right to assume the defense thereof with counsel of its own choosing reasonably acceptable

to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel

in any such action and participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of such Purchaser Party except to the extent that (i) the

employment thereof has been specifically authorized by the Company in writing, (ii) the Company

has failed after a reasonable period of time to assume such defense and to employ counsel

reasonably acceptable to the Purchaser Party or (iii) in such action there is, in the reasonable

opinion of counsel a material conflict on any material issue between the position of the

Company and the position of such Purchaser Party, in which case the Company shall be responsible

for the reasonable fees and expenses of no more than one such separate counsel. The Company

will not be liable to any Purchaser Party under this Agreement (y) for any settlement by

a Purchaser Party effected without the Company’s prior written consent, which shall

not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that

a loss, claim, damage or liability is attributable to any Purchaser Party’s breach

of any such Purchaser Party’s representations, warranties or covenants under the Transaction

Documents, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

The Company shall not, without the prior written consent of the Purchaser Party, effect any

settlement of any pending or threatened action or proceeding in respect of which any Purchaser

Party is or could have been a party and indemnity could have been sought hereunder by such

Purchaser Party, unless such settlement includes an unconditional release of such Purchaser

Party from all liability on claims that are the subject matter of such proceeding and does

not include any statements as to or any findings of fault, culpability or failure to act

by or on behalf of any Purchaser Party. The indemnification required by this Section 4.7

shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or are incurred. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party

against the Company or others and any liabilities the Company may be subject to pursuant

to law.

4.8. Listing

and Reservation of Common Stock. The Company hereby agrees to use 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 Shares and Warrant Shares on such Trading Market and promptly secure the listing of all

of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the

Company applies to have the Common Stock traded on any other Trading Market, it will then

include in such application all of the Shares and Warrant Shares, and will take such other

action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted

on such other Trading Market as promptly as possible. The Company will then take all action

reasonably necessary to continue the listing and trading of its Common Stock on a Trading

Market and will comply in all respects with the Company’s reporting, filing and other

obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain

the eligibility of the Common Stock for electronic transfer through the Depository Trust

Company or another established clearing corporation, including, without limitation, by timely

payment of fees to the Depository Trust Company or such other established clearing corporation

in connection with such electronic transfer. As of the date hereof, the Company has reserved,

and the Company shall continue to reserve and keep available at all times, free of preemptive

rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement and Warrant Shares pursuant to the exercise of

the Warrants.

4.9. Subsequent

Equity Sales.

4.9.1. From

the date hereof until thirty (30) days after the Closing Date, neither the Company nor any

Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or

proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file

any registration statement or amendment or supplement thereto, other than the Prospectus

Supplement or filing a registration statement on Form S-8 in connection with any employee

benefit plan.

4.9.2. From

the date hereof until the six (6) month anniversary of the Closing Date, the Company 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. “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 shares of 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 shares of 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) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market

offering”, whereby the Company may issue securities at a future determined price whereby

the Company may issue 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. Notwithstanding anything to the contrary contained in this Section

4.9.2, sales of Common Stock pursuant to the At Market Issuance Sales Agreement, dated August

8, 2025, between the Company and Ladenburg Thalmann & Co. Inc. shall be permitted beginning

thirty (30) days after the Closing Date. Any Purchaser shall be entitled to obtain injunctive

relief against the Company to preclude any issuance prohibited under this Section 4.9.2,

which remedy shall be in addition to any right to collect damages.

4.9.3. Notwithstanding

the foregoing, this Section 4.9 shall not apply in respect of an Exempt Issuance, except

that no Variable Rate Transaction shall be an Exempt Issuance.

4.10. 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 such Transaction Document. 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.

4.11. 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

4.3. 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 4.3, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the

information included in the Disclosure Schedules (other than as disclosed to its legal and

other representatives). 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 4.3, (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

4.3 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, Affiliates or agent, including without limitation, the Placement

Agent, after the issuance of the initial press release as described in Section 4.3. Notwithstanding

the foregoing, (A) 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,

and (B) in the case of a Purchaser that has implemented internal information barriers pursuant

to an information controls policy to “wall off” certain trading personnel, this

Section 4.13 shall apply only with respect to activities of trading personnel who are not

so walled-off from the persons who made the investment decision to purchase the Securities

covered by this Agreement.

4.12. Lock-Up

Agreements. The Company shall not amend, modify, waive or terminate any provision of

any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce

the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a

Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly

use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

4.13. Legends.

The Shares shall be issued free of all restrictive legends. If all or any portion of a Warrant

is exercised at a time when there is an effective registration statement to cover the issuance

or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the

Warrant Shares issued pursuant to any such exercise shall be issued free of all legends.

If at any time following the date hereof the Registration Statement (or any subsequent registration

statement registering the sale or resale of the Warrant Shares) is not effective or is not

otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately

notify the holders of the Warrants in writing that such registration statement is not then

effective and thereafter shall promptly notify such holders when the registration statement

is effective again and available for the sale or resale of the Warrant Shares (it being understood

and agreed that the foregoing shall not limit the ability of the Company to issue, or any

Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state

securities laws). The Company shall use best efforts to keep a registration statement (including

the Registration Statement) registering the issuance or resale of the Warrant Shares effective

during the term of the Warrants.

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. 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. The Company

shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection

with the delivery of any Securities to the Purchaser, as well as the fees and expenses of

the Placement Agent as set forth in the Placement Agency Agreement, by and between the Company

and the Placement Agent.

5.3. Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto,

the Prospectus and the Prospectus Supplement, 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 attachment

at the email address as set forth on the signature pages attached hereto at or prior to 5:30

p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission,

if such notice or communication is delivered via email attachment at the email address as

set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading

Day following the date of mailing, if sent by U.S. nationally recognized overnight courier

service or (d) upon actual receipt by the party to whom such notice is required to be given.

The address for such notices and communications shall be as set forth on the signature pages

attached hereto. 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 file such notice with 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

which purchased at least 50% in interest of the Shares and Pre-Funded Warrants based on the

initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser)

or, in the case of a waiver, by the party against whom enforcement of any such waived provision

is sought, provided that if any amendment, modification or waiver disproportionately and

adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately

impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default

with respect to any provision, condition or requirement of this Agreement shall be deemed

to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission

of any party to exercise any right hereunder in any manner impair the exercise of any such

right. Any proposed amendment or waiver that disproportionately, materially and adversely

affects the rights and obligations of any Purchaser relative to the comparable rights and

obligations of the other Purchasers shall require the prior written consent of such adversely

affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding

upon each Purchaser and holder of Securities and the Company.

5.6. Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement

and shall not be deemed to limit or affect any of the provisions hereof.

5.7. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

and their successors and permitted assigns. The Company may not assign this Agreement or

any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to

any Person to whom such Purchaser assigns or transfers any Securities, provided that such

transferee agrees in writing to be bound, with respect to the transferred Securities, by

the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8. No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties

hereto and their respective successors and permitted assigns only, and is not for the benefit

of, nor may any provision hereof be enforced by, any other Person.

5.9. Governing

Law. All questions concerning the construction, validity, enforcement and interpretation

of the Transaction Documents shall be governed by and construed and enforced in accordance

with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations,

enforcement and defense of the transactions contemplated by this Agreement and any other

Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced

exclusively in the state and federal courts sitting in the City of New York. Each party hereby

irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder

or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of the Transaction Documents), and hereby

irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding

is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably

waives personal service of process and consents to process being served in any such Action

or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to such party at the address in effect for notices to it under

this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way

any right to serve process in any other manner permitted by law. If any party shall commence

an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in

addition to the obligations of the Company under Section 4.7, the prevailing party in such

Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.10. Survival.

The representations and warranties contained herein shall survive the Closing and the delivery

of the Securities.

5.11. Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together

shall be considered one and the same agreement and shall become effective when counterparts

have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered

by 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.

5.12. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent

jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions set forth herein shall remain in full force and effect and shall

in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially

the same result as that contemplated by such term, provision, covenant or restriction. It

is hereby stipulated and declared to be the intention of the parties that they would have

executed the remaining terms, provisions, covenants and restrictions without including any

of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13. Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without

limiting any similar provisions of) any of the other Transaction Documents, whenever any

Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided,

then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon

written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights.

5.14. Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated,

lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and

substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence

reasonably satisfactory to the Company of such loss, theft or destruction. The applicant

for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement

Securities.

5.15. 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.

5.16. 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.

5.17. Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser

under any Transaction Document are several and not joint with the obligations of any other

Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained

herein or in any other Transaction Document, and no action taken by any Purchaser pursuant

hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers

are in any way acting in concert or as a group with respect to such obligations or the transactions

contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this

Agreement or out of the other Transaction Documents, and it shall not be necessary for any

other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each

Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. The Company has elected to provide all Purchasers with the

same terms and Transaction Documents for the convenience of the Company and not because it

was required or requested to do so by any of the Purchasers. It is expressly understood and

agreed that each provision contained in this Agreement and in each other Transaction Document

is between the Company and a Purchaser, solely, and not between the Company and the Purchasers

collectively and not between and among the Purchasers.

5.18. Saturdays,

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

the expiration of any right required or granted herein shall not be a Business Day, then

such action may be taken or such right may be exercised on the next succeeding Business Day.

5.19. Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had

an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction

to the effect that any ambiguities are to be resolved against the drafting party shall not

be employed in the interpretation of the Transaction Documents or any amendments thereto.

In addition, each and every reference to share prices and shares of Common Stock in any Transaction

Document shall be subject to adjustment for reverse and forward stock splits, stock dividends,

stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.20. WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY

PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST

EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY

WAIVES FOREVER TRIAL BY JURY.

[Signature

pages follow.]

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

Ocean Power Technologies, Inc.

Address for Notice:

Ocean Power Technologies, Inc.

28 Engelhard Drive, Suite B

Monroe Township, New Jersey 08831

Attention: Robert Powers

Email: rpowers@oceanpowertech.com

By:

Name:

Title:

With

a copy to (which shall not constitute notice):

Porter

Hedges LLP

1000 Main Street, 36th Floor

Houston, Texas 77002

Attention: Kevin J. Poli

Email: KPoli@porterhedges.com

[Remainder

of page intentionally left blank.

Signature page for purchaser follows.]

[Signature

page to Securities Purchase Agreement]

[PURCHASER

SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

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 Shares to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

Pre-Funded

Warrant Shares: ______________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

Common

Warrant Shares: ______________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

EIN

Number: ____________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing

contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed

of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead

be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate

or the like or purchase price (as applicable) to such other party on the Closing Date.

Exhibit

Form of Lock-Up Agreement

June

__, 2026

Ladenburg

Thalmann & Co. Inc.

640 5th Avenue, 4th Floor

New York, NY 10019

RE:

Ocean Power Technologies, Inc. Registered Direct Offering

Ladies

and Gentlemen:

The

undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a placement

agency agreement (the “Placement Agency Agreement”), as Placement Agent, with Ocean Power Technologies, Inc., a Delaware

corporation (the “Company”), providing for the offer and sale (the “Offering”) of securities of

the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set

forth in the Placement Agency Agreement.

Lock

consideration of the Placement Agent’s agreement to act as Placement Agent for the Offering of the Securities, and for other good

and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent

of the Placement Agent, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning

on the date of the final prospectus supplement relating to the Offering (the “Prospectus”) and ending at the close

of business 30 days after the date of the Prospectus (such period, the “Restricted Period”):

1. offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option

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

or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share,

of the Company (the “Common Stock”) or any securities convertible into

or exercisable or exchangeable for Common Stock (including without limitation, Common Stock

or such other securities which may be deemed to be beneficially owned by the undersigned

in accordance with the rules and regulations of the Securities and Exchange Commission and

securities which may be issued upon exercise of a stock option or warrant) (collectively

with the Common Stock, the “Lock-Up Securities”),

2. enter

into any hedging, swap or other agreement or transaction that transfers, in whole or in part,

any of the economic consequences of ownership of the Lock-Up Securities, whether any such

transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up

Securities, in cash or otherwise,

3. make

any demand for or exercise any right with respect to the registration of any Lock-Up Securities,

4. publicly

disclose the intention to do any of the foregoing.

The

undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or

arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination

thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which

could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person)

of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction

or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The

undersigned further confirms that it has furnished the Placement Agent with the details of any transaction the undersigned, or any of

its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement (the “Letter

Agreement”) if it had been entered into by the undersigned during the Restricted Period.

Lock

Up Exceptions

Notwithstanding

the foregoing, the undersigned may:

(a) transfer

or dispose of the undersigned’s Lock-Up Securities:

(i) as

a bona fide gift or gifts, or for bona fide estate planning purposes,

(ii) by

will or intestacy,

(iii) to

any trust for the direct or indirect benefit of the undersigned or the immediate family of

the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust

or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate

family” shall mean any relationship by blood, current or former marriage, domestic

partnership or adoption, not more remote than first cousin),

(iv) to

a corporation, partnership, limited liability company or other entity of which the undersigned

or the immediate family of the undersigned are the legal and beneficial owner of all of the

outstanding equity securities or similar interests,

(v) to

a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses (i) through (iv) above,

(vi) if

the undersigned is a corporation, partnership, limited liability company, trust or other

business entity, (A) to another corporation, partnership, limited liability company, trust

or other business entity that is an affiliate (as defined in Rule 405 promulgated under the

Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other

entity controlling, controlled by, managing or managed by or under common control with the

undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where

the undersigned is a partnership, to its general partner or a successor partnership or fund,

or any other funds managed by such partnership), or (B) as part of a distribution to members,

partners, shareholders or other equity holders of the undersigned,

(vii) by

operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce

decree or separation agreement, or related court order,

(viii) to

the Company from an employee of the Company upon death, disability or termination of employment,

in each case, of such employee,

(ix) as

part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions

after the completion of the Offering,

(x) to

the Company in connection with the vesting, settlement, exchange, conversion or exercise

of restricted stock units, options, warrants or other rights to purchase shares of Common

Stock (including, in each case, by way of “net” or “cashless” exercise),

including for the payment of exercise price and tax and remittance payments due as a result

of the vesting, settlement, or exercise of such restricted stock units, options, warrants

or rights, provided that any such shares of Common Stock received upon such exercise, vesting

or settlement (other than such shares as are transferred or surrendered to the Company in

connection with such vesting, settlement or exercise event) shall be subject to the terms

of this Letter Agreement, and provided further that any such restricted stock units, options,

warrants or rights are held by the undersigned pursuant to an agreement or equity awards

granted under a stock incentive plan or other equity award plan, each such agreement or plan

which is described in the Registration Statement, the Incorporated Documents, the Base Prospectus

and the Final Prospectus, or

(xi) pursuant

to a bona fide third-party tender offer, merger, consolidation or other similar transaction

that is approved by the Board of Directors of the Company and made to all holders of the

Company’s capital stock involving a Change of Control 1 of the Company;

provided that in the event that such tender offer, merger, consolidation or other similar

transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject

to the provisions of this Letter Agreement;

“Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction),

in one transaction or a series of related transactions, to a person or group of affiliated persons (other than the Placement Agent pursuant

to the Offering), of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than

50% of the outstanding voting securities of the Company (or the surviving entity).

addition, notwithstanding anything herein to the contrary, the undersigned may, without the consent of the Placement Agent, (i) establish

a trading plan under Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) or amend an existing 10b5-1 Trading

Plan so long as there are no sales of Common Stock of the Company or derivative instruments under such plan during the Restricted Period;

provided that, the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan, in either case, providing

for sales of shares of Common Stock of the Company or any derivative instrument shall only be permitted if (1) the establishment or amendment

of such plan is not required to be reported during the Restricted Period in any public report or filing with the SEC, or otherwise, and

(2) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such

plan, and (ii) transfer shares of Common Stock of the Company pursuant to a 10b5-1 Trading Plan in effect as of the date hereof which

has been provided to the Placement Agent or their legal counsel, provided that any filing required under Section 16 of the Exchange Act

during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to a transaction pursuant to a 10b5-1

Trading Plan.

Furthermore,

the undersigned may, without the consent of Placement Agent, sell shares of Common Stock of the Company purchased by the undersigned

in the Offering or on the open market following the Offering if and only if (i) such sales are not required to be reported in any public

report or filing with the SEC, or otherwise, during the Restricted Period and (ii) the undersigned does not otherwise voluntarily effect

any public filing or report regarding such sales during the Restricted Period.

provided

that

(A) in

the case of any transfer or distribution pursuant to clauses (a)(i), (ii), (iii), (iv), (v)

and (vi), such transfer shall not involve a disposition for value,

(B) in

the case of any transfer or distribution pursuant to clauses (a)(i), (ii), (iii), (iv), (v),

(vi) and (vii), each donee, devisee, transferee or distributee shall execute and deliver

to the Placement Agent a lock-up letter in the form of this Letter Agreement,

the case of any transfer or distribution pursuant to clause (a)(ii), (iii), (iv), (v) and

(vi), no filing by any party (donor, donee, devisee, transferor, transferee, distributer

or distributee) under the Exchange Act, or other public announcement reporting a reduction

in beneficial ownership of shares of Common Stock shall be required or shall be made voluntarily

in connection with such transfer or distribution (other than a filing on a Form 5 made after

the expiration of the Restricted Period referred to above), and

(D) in

the case of any transfer or distribution pursuant to clauses (a)(i), (vii), (viii) and (x)

it shall be a condition to such transfer that no public filing, report or announcement shall

be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public

filing, report or announcement reporting a reduction in beneficial ownership of shares of

Common Stock in connection with such transfer or distribution shall be legally required during

the Restricted Period, such filing, report or announcement shall clearly indicate in the

footnotes thereto the nature and conditions of such transfer;

(b) exercise

outstanding options, settle restricted stock units or other equity awards or exercise outstanding

warrants pursuant to plans described in the Registration Statement, the Incorporated Documents,

the Base Prospectus and the Final Prospectus; provided that any Lock-up Securities received

upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

provided that if the undersigned is required to make any filing under Section 16(a)

of the Exchange Act, or other public filing, report or announcement during the Restricted

Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates

to the circumstances described in this clause and that the shares of Common Stock received

upon the exercise or settlement, as applicable, of the stock option, warrant or restricted

stock unit or other right or vesting event are subject to this Letter Agreement, and no public

filing, report or announcement shall be voluntarily made; and

trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of

Lock-Up Securities (each such plan, a “Trading Plan”); provided that such

Trading Plans do not provide for the transfer of Lock-Up Securities during the Restricted

Period.

Beneficial

Ownership

the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group”

(within the meaning of Section 13(d)(3) of the Exchange Act) other than a natural person, entity or “group” (as described

above) that has executed a Letter Agreement in substantially the same form as this Letter Agreement, beneficially owns, directly or indirectly,

50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

Transfer

Agent

furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described

herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of

this Letter Agreement.

Power

and Authority

The

undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All

authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,

heirs or personal representatives of the undersigned.

Placement Agent Recommendation

The

undersigned acknowledges and agrees that the Placement Agent has not provided any recommendation or investment advice nor has the Placement

Agent solicited any action from the undersigned with respect to the Offering of the Securities and the undersigned has consulted its

own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges

and agrees that, although the Placement Agent may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures

to you in connection with the Offering, the Placement Agent is not making a recommendation to you to enter into this Letter Agreement,

and nothing set forth in such disclosures is intended to suggest that the Placement Agent is making such a recommendation.

Term

and Termination

The

undersigned understands that, (i) if the Placement Agency Agreement does not become effective by [●], 2026, (ii) if the Placement

Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for

and delivery of the Common Stock to be sold thereunder, (iii) the Company notifies the Placement Agent in writing prior to the execution

of the Placement Agency Agreement that it does not intend to proceed with the Offering, or (iv) prior to payment for the Securities,

the Registration Statement is withdrawn prior to the execution of the Placement Agency Agreement, this Letter Agreement shall automatically

terminate and be of no further force or effect and undersigned shall be released from all obligations under this Letter Agreement. The

undersigned understands that the Placement Agent is entering into the Placement Agency Agreement and proceeding with the Offering in

reliance upon this Letter Agreement.

Miscellaneous

The

undersigned hereby consents to receipt of this Letter Agreement in electronic form and understands and agrees that this Letter Agreement

may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by

electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)

evidencing an intent to sign this Letter Agreement, such facsimile transmission, electronic mail or other electronic transmission shall

create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution

and delivery of this Letter Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and

binding for all purposes.

[Remainder

of page left blank intentionally. Signature page follows.]

This

Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

Very

truly yours,

Name

of Security Holder (Print exact name)

By:

Signature

not signing in an individual capacity:

Name

of Authorized Signatory (Print)

Title

of Authorized Signatory (Print)

(indicate

capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit 99.1

Ocean

Power Technologies Announces Pricing of $10,000,000 Registered Direct Offering Priced At A Premium to Market

MONROE

TOWNSHIP, NEW JERSEY, June 5, 2026 — Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or the “Company”),

today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale

of 25,000,000 shares of the Company’s common stock together with common warrants to purchase up to 25,000,000 shares of common

stock in a registered direct offering at a combined purchase price of $0.40 per share of common stock and accompanying common warrant.

The offering was priced at a premium to yesterday’s closing price. The common warrants will be exercisable on the six month anniversary

of the date of issuance at an exercise price of $0.40 per share and will expire 6 years from the initial date of exercise.

Ladenburg

Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The

closing of the registered direct offering is expected to occur on or about June 8, 2026, subject to the satisfaction of customary closing

conditions.

The

gross proceeds to the Company from the registered direct offering, before deducting the placement agent fees and other offering expenses

payable by the Company, are expected to be approximately $10.0 million. The Company intends to use the net proceeds from the offering

for working capital and for general corporate purposes.

The

securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275843, which was declared

effective by the United States Securities and Exchange Commission (“SEC”) on December 12, 2023. A prospectus supplement describing

the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov

. Electronic copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, by contacting Ladenburg

Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor

shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of such jurisdiction.

About

Ocean Power Technologies, Inc.

OPT

provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense

and security, oil and gas, science and research, and offshore wind markets, including Merrows™, which provides AI capable seamless

integration of Maritime Domain Awareness Systems across platforms. OPT’s PowerBuoy® platforms provide clean and reliable electric

power and real-time data communications for remote maritime and subsea applications. OPT also provides WAM-V® unmanned surface vessels

(USVs) and marine robotics services. The Company’s headquarters are in Monroe Township, New Jersey, with an additional office in

Richmond, California.

Cautionary

Statement Regarding Forward-Looking Statements

This

release may contain “forward-looking statements” that are within the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”,

“aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”,

“estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,

“objective”, “goal”, “project”, “should”, “will pursue” and similar expressions

or variations of such expressions. The forward-looking statements included in this press release include statements regarding the anticipated

closing of the registered direct offering and the use of proceeds. These forward-looking statements reflect the Company’s current

expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates which

could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or

expressed in any forward-looking statement made by the Company. Please refer to the prospectus and the Company’s most recent Form

10-K and subsequent filings with the SEC on Forms 10-Q and Form 8-K for a further discussion of these risks and uncertainties. The Company

disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date

of this release.

Investors:

203-561-6945 or investorrelations@oceanpowertech.com

Media:

609-730-0400 x402 or MediaRelations@oceanpowertech.com

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