Form 8-K

8-K — Roadzen Inc.

Accession: 0001493152-26-021341

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0001868640

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

GRAPHIC (ex5-1_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-05-04

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2026-05-04

0001868640

RDZN:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtExercisePriceOf11.50PerShareMember

2026-05-04

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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 Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 4, 2026

ROADZEN

INC.

(Exact

name of Registrant as Specified in Its Charter)

British

Virgin Islands

001-41094

98-1600102

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

111

Anza Blvd

Suite 109

Burlingame,

California

94010

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (347)

745-6448

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule

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

☐

Pre-commencement communications pursuant to Rule

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

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary

Shares, par value $0.0001 per share

RDZN

The

Nasdaq Stock Market LLC

Warrants,

each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share

RDZNW

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

May 4, 2026, Roadzen Inc. (the “Company”) entered into a placement agency agreement (the “Agency Agreement”)

with Maxim Group LLC (the “Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with

purchasers for the purchase and sale, in a best efforts offering (the “Offering”), of 4,705,870 of the Company’s ordinary

shares, par value $0.0001 per share (“Ordinary Shares”), at an offering price of $1.70 per Share.

The

Offering closed on May 5, 2026. The Company received gross proceeds of $7,999,979 in connection with the Offering, before deducting Placement

Agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working

capital and general corporate purposes. The Company may also use a portion of the net proceeds to repay indebtedness outstanding.

The

4,705,870 Ordinary Shares sold in the Offering were offered and sold pursuant to the Company’s registration statement on Form S-3

(File No. 333-282966), previously filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2024 and declared

effective on November 12, 2024, including the base prospectus contained therein and a prospectus supplement dated May 4, 2026.

part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 6.0% of the

aggregate gross proceeds and $30,000 as reimbursement of the Placement Agent’s accountable expenses.

The

Agency Agreement and the Purchase Agreement contain customary representations, warranties and covenants made by the Company. They also

provide for customary indemnification by the Company for losses or damages arising out of or in connection with the Offering, among other

things. In addition, pursuant to the terms of the Agency Agreement, the Company has agreed for a period of 20-days from May 5, 2026,

subject to certain exceptions, not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any

Ordinary Shares or Ordinary Share equivalents, other than certain exempted issuance, or (ii) file any registration statement or any amendment

or supplement thereto, other than the prospectus supplement in connection with the Offering or a registration statement on Form S-8 in

connection with any employee benefit plan.

The

foregoing descriptions of the Agency Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety

by reference to the copies of the Agency Agreement and the Purchase Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively.

The

representations, warranties and covenants contained in the Agency Agreement and the 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 applicable agreement and may be subject to

limitations agreed upon by the contracting parties. Accordingly, each of the Agency Agreement and the Purchase Agreement is incorporated

herein by reference only to provide investors with information regarding the terms of such 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 Maples & Calder relating to the issuance and sale of the Ordinary Shares issued

in the Offering is filed as Exhibit 5.1 hereto.

Item

8.01 Other Events.

May 4, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit

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

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

of Exhibit

5.1

Opinion of Maples & Calder.

10.1

Placement Agency Agreement, dated May 4, 2026.

10.2

Form of Securities Purchase Agreement, dated May 4, 2026.

23.1

Consent of Maples & Calder (included in Exhibit 5.1).

99.1

Press Release dated May 4, 2026.

104

Cover

page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

ROADZEN

INC.

Date:

May

5, 2026

By:

/s/

Jean-Noel Gallardo

Name:

Jean-Noel

Gallardo

Title:

Chief

Financial Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

Roadzen

Inc.

Kingston

Chambers

PO Box 173

Road Town

Tortola, VG1110

British Virgin Islands

5 May 2026

Roadzen

Inc.

have acted as counsel as to British Virgin Islands law to Roadzen Inc. (the “Company”) in connection with the Company’s

registration statement on Form S-3, including all amendments or supplements thereto, including the prospectus supplement dated 4 May

2026 filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities

Act of 1933, as amended (the “Act”), (including its exhibits, the “Registration Statement”) for

the purposes of, registering with the Commission under the Act, the offering and sale of 4,705,870 ordinary shares with a par value of

US$0.0001 each in the Company (the “Ordinary Shares”) under the terms of the SPA (as defined below).

This

opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

Documents

Reviewed

have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1

The

public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin

Islands (the “Registry of Corporate Affairs”) on 4 May 2026, including the Company’s Certificate of Incorporation

and the memorandum and articles of association registered on 20 September 2023 (the “Memorandum and Articles”).

1.2

A list

of the Company’s directors provided by the Registry of Corporate Affairs dated 4 May 2026 (the “Registry List of Directors”).

1.3

The records

of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System and the

E-Litigation Portal from 1 January 2000 and available for inspection on 4 May 2026 at the British Virgin Islands High Court Registry

(the “High Court Registry”).

1.4

The

written resolutions of the board of directors of the Company dated 1 November 2024, 29 July 2025 and 4 May 2026 (the “Resolutions”).

1.5

A Certificate

of Incumbency dated 4 May 2026, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent (the “Registered

Agent’s Certificate”).

1.6

A certificate

of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 4 May 2026 (the “Certificate

of Good Standing”).

1.7

A certificate

from a director of the Company a copy of which is attached to this opinion (the “Director’s Certificate”).

1.8

The Registration

Statement.

1.9

A securities

purchase agreement dated 4 May 2026 and entered into by the Company and two institutional investors (the “SPA”).

Assumptions

The

following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this

opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter.

In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of

this opinion letter, of the Registry List of Directors, the Registered Agent’s Certificate, the Director’s Certificate and

the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1

The

SPA has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance

with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2.2

The SPA

is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws

of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company,

the laws of the British Virgin Islands).

2.3

The choice

of the Relevant Law as the governing law of the SPA has been made in good faith and would be regarded as a valid and binding selection

which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands)

as a matter of the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands).

2.4

Copies

of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the

originals.

2.5

All signatures,

initials and seals are genuine.

2.6

The capacity,

power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company,

the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective

obligations under the SPA.

2.7

That

all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we

conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such

information has not since then been altered and that such searches did not fail to disclose any such information which had been delivered

for registration but did not appear on the public records at the date of our searches.

2.8

No invitation

has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Ordinary

Shares.

2.9

There

is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company

prohibiting or restricting it from entering into and performing its obligations under the SPA and the Registration Statement.

2.10

No monies

paid to or for the account of any party under the SPA or any property received or disposed of by any party to the SPA in each case

in connection with the SPA or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal

conduct or criminal property or terrorist property (as defined in the Proceeds of Criminal Conduct Act (As Revised)).

2.11

There

is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect

the opinions set out below.

2.12

There

is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below.

Specifically, we have made no independent investigation of the Relevant Law.

2.13

The Company

will have sufficient authorised and unissued shares under the Memorandum and Articles at the time any Ordinary Shares were or are

issued.

2.14

The Company

will receive or has received, cash consideration or non-cash consideration in consideration for the issue of the Ordinary Shares

and none of the Ordinary Shares were, or will be, issued for less than par value.

2.15

The Ordinary

Shares that will be issued pursuant to the SPA will be duly registered, and will continue to be registered, in the Company’s

2.16

There

are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification

of the register of members of the Company.

Save

as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the

transaction the subject of this opinion letter.

Opinions

Based

upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations

as we deem relevant, we are of the opinion that:

3.1

The

Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (As Revised) (the

“Act”), is in good standing at the Registry of Corporate Affairs and is validly existing under the laws of the

British Virgin Islands.

3.2

The Ordinary

Shares to be offered and issued by the Company as contemplated by the SPA have been duly authorised for issue, and when issued by

the Company against payment in full of the consideration as set out in the SPA and in accordance with the terms set out in the SPA,

such Ordinary Shares will be validly allotted and issued as fully paid and non-assessable. As a matter of British Virgin Islands

law, a share is only issued when it has been entered in the register of members.

Qualifications

The

opinions expressed above are subject to the following qualifications:

4.1

The

obligations assumed by the Company under the SPA will not necessarily be enforceable in all circumstances in accordance with their

terms. In particular:

(a)

enforcement

may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general

application relating to or affecting the rights of creditors;

(b)

enforcement

may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available,

inter alia, where damages are considered to be an adequate remedy;

(c)

where

obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British

Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

(d)

some

claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim,

estoppel and similar defences.

4.2

maintain the Company in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands, annual

filing fees must be paid and returns made to the Registrar of Corporate Affairs within the time frame prescribed by law.

4.3

Under

British Virgin Islands law, the register of members is prima facie evidence of title to shares and this register would not

record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to

a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further,

the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified

where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given

in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly

form the basis for an application for an order for rectification of the register of members of the Company, but if such an application

were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin

Islands court.

4.4

this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall

not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum

and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except

in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose

or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

4.5

The search

of records of proceedings available at the High Court Registry would not reveal any proceeding which has been placed under seal or

anonymised (whether by order of the Court or pursuant to the practice of the High Court Registry).

hereby consent to the filing of this opinion letter as an exhibit to the Company’s current report on Form 8-K being filed on the

date hereof and incorporated by reference into the Registration Statement and to the references to our firm under the headings “Legal

Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that 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.

express no view as to the commercial terms of the SPA or whether such terms represent the intentions of the parties and make no comment

with regard to warranties or representations that may be made by the Company.

The

opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any

other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the SPA

and express no opinion or observation upon the terms of any such document.

This

opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration

Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other

matter.

Yours

faithfully

/s/ Maples and Calder

Maples

and Calder

Appendix

Director’s

Certificate

To:

Maples and Calder

5th Floor, Ritter

House

PO Box 173

Road Town

Tortola

British Virgin Islands

___

May 2026

Roadzen

Inc. (the “Company”)

the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”)

in relation to certain aspects of British Virgin Islands law. Unless otherwise defined herein, capitalised terms used in this certificate

have the respective meanings given to them in the Opinion. I hereby certify that:

The

Memorandum and Articles of Association of the Company registered on 20 September 2023 remain in full force and effect and are unamended.

The director

resolutions dated 1 November 2024, 29 July 2025 and 4 May 2026 (the “Resolutions”) were duly passed in the manner

prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by

directors of the Company). The Resolutions have not been amended, varied or revoked in any respect and the directors of the Company

have not restricted or limited the powers of any future directors of the Company in any way.

Immediately

prior to the issue of the Ordinary Shares, the Company had or will have sufficient authorised but unissued shares in order for Ordinary

Shares to be issued as contemplated by the Registration Statement.

All shares

of the Company in issue immediately prior to the offering of Ordinary Shares have been duly authorised and are validly issued as

fully paid and non-assessable.

The members

of the Company (the “Members”) have not restricted or limited the powers of the directors of the Company in any

way.

The directors

of the Company at the date of the Resolutions passed on 4 May 2026 and at the date of this certificate were and are as follows: Steven

Jack Carlson, Saurav Adhikari, Diane B. Glossman, Zoe Jane Ashcroft, Rohan Malhotra and Supurna VedBrat.

The minute

book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered

Agent’s Certificate were prepared are complete and accurate in all material respects, and all minutes and resolutions filed

therein represent a complete and accurate record of all meetings of the members and directors (or any committee thereof) (duly convened

in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent,

as the case may be.

The

Company has not created any charges over any of its property or assets other than those entered in the Company’s register of

charges maintained at its registered office.

Prior

to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company

was, or will be, able to pay its debts as they fell, or fall, due and the transactions to which the Registration Statement relate

will not cause the Company to become unable to pay its debts as they fall due. The Company has entered, or will enter, into the transactions

contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation

owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

Neither

the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

Each

director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the

Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to

the transactions which are the subject of the Opinion.

To the

best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other

proceedings in any jurisdiction. Nor have the Directors and/or the Member taken any steps to have the Company struck off or placed

in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s

property or assets.

The Company

has at no time had employees.

To the

best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly

form the basis for an application for an order for rectification of the register of members of the Company.

The Registration

Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance

with all relevant laws.

No invitation

has been made or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of

the Ordinary Shares.

The Ordinary

Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered,

in the Company’s register of members.

The Company

is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of

any sovereign entity or state.

There

is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company

prohibiting or restricting it from entering into and performing its obligations under the SPA.

[Signature

page follows]

confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall

have previously notified you in writing personally to the contrary.

Signature:

Name:

Title:

Director

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

PLACEMENT

AGENCY AGREEMENT

May 4, 2025

Roadzen

Inc.

111

Anza Blvd, Suite 109

Burlingame,

California 94010

Attn: Chief Executive Officer

Dear

Mr. Rohan Malhotra:

This

placement agency agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”

or the “Placement Agent”) and Roadzen Inc., a British Virgin Islands business company (together with its subsidiaries,

the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best

efforts” basis, for the proposed placement to certain purchasers (the “Purchasers”) of (i) up to an aggregate

amount of $8 million of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the

“Shares”) at a purchase price of $1.70 per Share . The documents executed and delivered by the Company and the Purchasers

in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase

Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The Placement Agent

may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

Notwithstanding

anything herein to the contrary, in the event that the Placement Agent determines that any of the terms provided for hereunder do not

comply with a rule of the Financial Industry Regulatory Authority (“FINRA”), including but not limited to FINRA Rule

5110, then the Company shall agree to amend this Agreement in writing upon the request of the Placement Agent to comply with any such

rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than the terms of this Agreement.

Section

1. Agreement to Act as Placement Agent.

(a) On

the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Shares pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-282966) (the “Registration

Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations

between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis

and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,

in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated

to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely

as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any

prospective offer to purchase the Shares and the Company shall have the sole right to accept offers to purchase the Shares and may reject

any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of,

the Shares shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing

Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing

Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares,

the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the

Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository

Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement.

As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

1. a

cash fee equal to 6.0% of the gross proceeds received by the Company from the sale of the

Shares at the Closing; and

2. reimbursement

of the Placement Agent’s accountable expenses, including the Placement Agent’s

legal counsel’s legal fees, up to $30,000.

The

Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that

a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules

or that the terms thereof require adjustment, provided that any such adjustments shall not provide for terms that are less favorable

to the Company than the terms of this Agreement.

(b) The

Placement Agent’s engagement hereunder shall become effective on the date hereof and shall continue until the earlier of (i) the

Closing Date of the Offering and (ii) May 8, 2026 (the “Termination Date”). Notwithstanding anything to the contrary

contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s

obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s

obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section

1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement.

All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and

reimbursements are earned or owed as of the Termination Date) or upon the closing of the Offering.

in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest

in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than

the Company. As used herein (i) “Persons” 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 and (ii) “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.

Section

2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement

Agent as of the date hereof, and as of the Closing Date, unless such representation, warranty or agreement specifies a different date

or time, as follows:

(a) Securities

Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the

“Commission”) the Registration Statement, including the prospectus contained therein, including any documents

incorporated by reference therein (the “Base Prospectus”), for the registration under the Securities Act of the

Shares. The Registration Statement was declared effective by the Commission on November 12, 2024. At the time of such filing, the

Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in

Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule

424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission

promulgated thereunder, a prospectus supplement (the “Prospectus Supplement”) to the Base Prospectus relating to

the placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information

(financial and other) with respect to the Company required to be set forth therein. Any reference in this Agreement to the

Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents

incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this

Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this

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

Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under

the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the

case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules

and other information which is “contained,” “included,” “described,” “referenced,”

“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and

all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other

information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the

Prospectus Supplement, as the case may be. The Company has not received any notice that the Commission has issued or intends to

issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus

Supplement, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is

threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth

in Rule 405 under the Securities Act.

(b) Assurances.

The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as

required by the Securities Act. Each of the Registration Statement and any post- effective amendment thereto, at the time it became

effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations

and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus

and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the

Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus Supplement, as amended or

supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a

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

misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the

requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the

Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the

light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by

reference in the Base Prospectus, or Prospectus Supplement, when such documents are filed with the Commission, will conform in all

material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not

contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading. No post- effective amendment to the Registration Statement

reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental

change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed

with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the

Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be

described in the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement,

which (x) have not been described or filed as required or (y) will not be filed within the requisite time period.

Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the

Closing Date, any offering material in connection with the offering and sale of the Shares.

(d) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and perform the transactions

contemplated hereby. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, 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.

(e) No

Conflicts. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents and the

transactions contemplated pursuant to the Prospectus Supplement, the issuance and sale of the Shares and the consummation by it of

the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any

provision of the Company’s, or any of its subsidiaries’, 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, charge, pledge, security interest, encumbrance, right of

first refusal (except as disclosed in the Registration Statement and Prospectus), preemptive right or other restriction upon any of

the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with

or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a debt or

otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or

affected, or (iii) subject to any 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 is subject (including

federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in

the case of each of clauses (ii) and (iii), such as would not reasonably be expected to result in a material adverse effect on: (x)

the legality, validity or enforceability of any Transaction Document; (y) the results of operations, assets, business, prospects or

condition (financial or otherwise) of the Company; or (z) the Company’s ability to perform in any material respect on a timely

basis its obligations under any Transaction Document (any of (x), (y), or (z), a “Material Adverse

Effect”).

(f) Reliance.

The Company has not relied upon the Placement Agent or legal counsel for the Placement Agent for any legal, tax or accounting advice

in connection with the offering and sale of the Shares.

(g) Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act (“Forward-Looking Statement”) contained in the Prospectus Supplement has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith. The Forward-Looking Statements incorporated by reference in the Registration Statement

and the Prospectus (i) are within the coverage of the safe harbor for Forward Looking Statements set forth in Section 27A of the Securities

Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable

basis and in good faith and reflect the Company’s good faith commercially reasonable best estimate of the matters described therein,

and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Securities Act.

(h) Representations

and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules

thereto) made by the Company to the Purchasers in the Purchase Agreement is hereby incorporated herein by reference (as though fully

restated herein) and is hereby made to, and in favor of, the Placement Agent.

(i) FINRA

Affiliations. To the Company’s best knowledge, there are no affiliations with any FINRA member firm among the Company’s

officers, directors or, to the knowledge of the Company, any 10.0% or greater stockholder of the Company.

Section

3. Delivery and Payment. The Closing shall occur at the offices of Thompson Hine LLP, located at 300 Madison Avenue, New York, New

York 10017 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon by the Placement Agent and

the Company, including remotely via electronic transmission). Subject to the terms and conditions hereof and of the Purchase Agreement,

at the Closing, payment of the purchase price for the Shares sold on such Closing Date shall be made by Federal Funds wire transfer,

against delivery of such Shares, and such Shares shall be registered in such name or names and shall be in such denominations, as the

Placement Agent may request at least one business day before the Closing Date. Deliveries of the documents with respect to the purchase

of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions taken at the Closing shall be deemed to have

occurred simultaneously.

Section

4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Registration

Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment

to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus Supplement has been filed and will

furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any definitive proxy or information statements

required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the

date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the Offering. The Company

will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration

Statement or to amend or supplement the Prospectus Supplement or for additional information, and (ii) of the issuance by the Commission

of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed

at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary

Prospectus or the Prospectus Supplement or any prospectus supplement or any amendment or supplement thereto or any post-effective amendment

to the Registration Statement, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the

institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amending or

supplementing of the Registration Statement or the Prospectus Supplement or for additional information. The Company shall use its best

efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter any such

stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of

such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration

statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules

424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder,

and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely manner

by the Commission.

(b) Blue

Sky Compliance. The Company will cooperate with the Placement Agent and the Purchasers in endeavoring to qualify the Shares for sale

under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Purchasers may reasonably

request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,

provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in

any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not

be required to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports and

other documents as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably

request for distribution of the Shares. The Company will advise the Placement Agent promptly of the suspension of the qualification or

registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or

threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration

or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the

rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated

in this Agreement, the Incorporated Documents and the Prospectus Supplement. If during the period in which a prospectus is required by

law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents or the Prospectus Supplement

(the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or

in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated

Documents or the Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made,

as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or the Prospectus

Supplement or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and

file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration

Statement or supplement to the Registration Statement, the Incorporated Documents or the Prospectus Supplement that is necessary in order

to make the statements in the Incorporated Documents and the Prospectus Supplement as so amended or supplemented, in light of the circumstances

under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or

the Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing

the Incorporated Documents or the Prospectus Supplement in connection with the Offering, the Company will furnish the Placement Agent

with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent

reasonably objects.

(d) Copies

of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period

beginning on the date hereof and ending on the later of the Closing Date of the Offering, as many copies of the Prospectus Supplement

or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e) Free

Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make

any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission

or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing

to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i)

treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164

and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,

legending and record keeping.

(f) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Ordinary Shares for at least three years

after the Closing Date.

(g) [RESERVED]

(h) Placement

Agent Introductions. For a period of six (6) months from the final Closing Date, the Company will pay the Placement Agent a cash

fee equal to 6.0% of the gross proceeds of any equity, equity-linked, or debt financing, or any other capital raising activity received

by the Company from the Purchasers introduced to the Company by the Placement Agent related to the Offering.

(i) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission

and the market or exchange on which the Shares are listed or quoted for trading (the “Trading Market”) all reports

and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.

(j) Additional

Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or

the Purchasers deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable

to the Placement Agent and the Purchasers. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary

of, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with

Purchasers in the Offering.

(k) No

Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that

has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the

Company.

(l) Acknowledgment.

The Company acknowledges that any advice related to the Offering given by the Placement Agent to the Company is solely for the benefit

and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement

Agent’s prior written consent.

(m) Publicity.

The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

The Company agrees that, until 10 days after the Closing Date, it will not issue press releases or engage in any other publicity, without

Maxim’s prior written consent (not to be unreasonably withheld), other than normal and customary releases issued in the ordinary

course of the Company’s business. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press

releases or engaging in any other publicity required by law, except that including the name of the Placement Agent therein shall require

the prior written consent of the Placement Agent.

(n) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(o) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with the FINRA Rules, the parties acknowledge and agree that the Placement Agent

has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research,

a rating or a price target, to the Company or inducement for the receipt of business or compensation.

(p) Trading

Market. The Company will use its best efforts to maintain the listing of its Ordinary Shares on the Trading Market for a period of

at least one year after the Closing Date.

(q) Engagement

of Professionals. The Company will retain a PCAOB registered firm of independent certified public accountants reasonably acceptable

to Maxim for a period of at least one year after the Closing Date. Maxim acknowledges that ASA & Associates LLP, the Company’s

current independent accounting firm, is acceptable.

(r) Subsequent

Equity Sales. From the date hereof until twenty (20) days after the Closing Date, without the prior written consent of the Placement

Agent, the Company shall not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary

Shares or Ordinary Share Equivalents, other than any Exempt Issuance (as defined in the Purchase Agreement), or (ii) file any registration

statement or any amendment or supplement thereto, other than the Prospectus Supplement or a registration statement on Form S-8 in connection

with any employee benefit plan (the “Lock-Up Period”). Notwithstanding the foregoing, this Section 4(r) shall not

apply in respect of an Exempt Issuance (as defined in the Purchase Agreement).

Section

5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the

accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof and in the Purchase Agreement,

in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of

its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

(a) Accountants’

Comfort Letter. On the Closing Date, the Placement Agent shall have received, and the Company shall have caused to be delivered to

the Placement Agent, a “comfort letter” from ASA & Associates LLP, the current independent registered public accounting

firm of the Company, addressed to the Placement Agent, dated as of the Closing Date, as the case may be, in form and substance satisfactory

to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business

or prospects of the Company from that set forth in the Incorporated Documents or the Prospectus Supplement, which, in the Placement Agent’s

sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable

to proceed with the Offering of the Shares as contemplated by such Prospectus.

(b) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus shall have been duly filed with the Commission,

as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and

no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of

the Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;

no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the Company shall have

been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall

have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and,

prior to the Closing, FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and

each Prospectus, and the registration, sale and delivery of the Shares, shall have been completed or resolved in a manner reasonably

satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it

may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

(d) No

Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement

Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or any material

adverse change or development involving a prospective material adverse change in the condition or the business activities, financial

or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus

(“Material Adverse Change”).

(e) Opinion

of Counsel for the Company. The Placement Agent shall have received on the Closing Date the favorable opinion of Greenberg Traurig,

LLP, legal counsel to the Company, and Maples & Calder, the Company’s British Virgin Islands counsel, dated as of such Closing

Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory

to the Placement Agent.

(f) Officers’

Certificate. The Placement Agent shall have received on the Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Principal Executive Officer and Principal Financial Officer of the Company, to the effect that, and the Placement Agent

shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, the Prospectus

Supplement, the Transaction Documents and this Agreement and to the further effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and

the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior

to such Closing Date;

(ii) No

stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus Supplement has been issued and no

proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities

Act; no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the Company has been

issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that

purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities

regulatory authority or stock exchange in the United States;

(iii) When

the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,

the Registration Statement, the and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,

and the Prospectus Supplement as of its date and the Closing Date, contained all material information required to be included therein

by the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be,

and in all material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations

of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and the Prospectus

Supplement, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided,

however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions

made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use

therein) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities Act and

the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth;

and

(iv) Subsequent

to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and the Prospectus

Supplement, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company taken as a whole,

except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the

Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business; (d) any material change

in the capital stock (except changes thereto resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness

of the Company; (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss

or damage (whether or not insured) to the property of the Company which has been sustained or will have been sustained which has a Material

Adverse Effect.

(g) Secretary’s

Certificate. The Placement Agent shall have received on the Closing Date a certificate of the Company’s secretary, dated as

of the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and

resolutions of the Board of Directors of the Company relating to the Offering. All documents referenced in such certificate shall be

attached thereto.

(h) Chief

Financial Officer Certificate. On the Closing Date, the Placement Agent shall have received a certificate of Chief Financial Officer

addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent’

counsel.

(i) Stock

Exchange Listing. The Ordinary Shares shall be registered under the Exchange Act and shall be listed on the Trading Market, and the

Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Ordinary

Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading Market, nor shall the Company

have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or

listing except as disclosed in the Prospectus Supplement.

(j) [RESERVED]

(k) [RESERVED]

(l) [RESERVED]

(m) Additional

Documents. On or before the Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents (“Information”) as they may reasonably require for the purposes of enabling them to pass upon the issuance

and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or

the satisfaction of any of the conditions or agreements, herein contained.

any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated

by the Placement Agent by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability

on the part of any party to any other party, except that Sections 1(a), 7 and 8 shall at all times be effective

and shall survive such termination.

Section

6. Further Agreements. The Company acknowledges that the Placement Agent has been, and may in the future be, engaged to provide services

as an underwriter, placement agent, finder, advisor or investment banker to other companies in the industry in which the Company is involved.

The Company acknowledges and agrees that nothing contained in this Agreement shall limit or restrict the right of the Placement Agent

or of any member, manager, officer, employee, agent or representative of the Placement Agent, to be a member, manager, partner, officer,

director, employee, agent or representative of, investor in, or to engage in, any other business, whether or not of a similar nature

to the Company’s business, nor to limit or restrict the right of the Placement Agent to render services of any kind to any other

corporation, firm, individual or association; provided that the Placement Agent and any of its members, managers, officers, employees,

agents or representatives shall not use the Information to the detriment of the Company.

Section

7. Indemnification and Contribution.

(a) The

Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within

the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates

and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from

and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for

all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are

incurred by an Indemnified Person in investigating, preparing, pursuing or defending any action, suit, inquiry, notice of violation,

proceeding or investigation (collectively, an “Action”), whether or not any Indemnified Person is a party thereto, (i) caused

by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement, any Incorporated Document, or the Prospectus Supplement or by any omission or alleged omission to state therein a material

fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue

statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished

in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise arising out

of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions

contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions;

provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses

of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross

negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of

any offering materials or information concerning the Company in connection with the offer or sale of the Shares in the Offering which

were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees

to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s

rights under this Agreement.

(b) Upon

receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be

sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, have the right to assume the defense of any such Action including the employment of counsel reasonably

satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person 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 Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii)

the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified

Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel

selected by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that

the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for

all Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be

liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition,

the Company shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise

or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification

or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,

consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for

which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is

due and payable.

the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of

fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the

Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed

to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by

the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,

bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

(d) The

Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted

solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions

or services.

(e) The

reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services

under or in connection with, this Agreement.

Section

8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other

statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant

to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent,

the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery

of and payment for the Shares sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company,

its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and

reimbursement agreements contained in this Agreement.

Section

9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, e- mailed or telecopied and confirmed

to the parties hereto as follows:

to the Placement Agent:

Maxim

Group LLC

300

Park Avenue, 16th Floor New York, New York 10022

Attention:

Clifford A. Teller, Co-President

Email:

cteller@maximgrp.com

With

a copy to:

Thompson

Hine LLP 300 Madison Avenue

New

York, New York 10017

Attention: Faith L. Charles, Esq.

Email:

Faith.Charles@ThompsonHine.com

to the Company: Roadzen Inc.

111

Anza Blvd, Suite 109

Burlingame,

California 94010

Attn: Chief Executive Officer

Email:

rohan@roadzen.ai

With

a copy to:

Greenberg

Traurig, LLP

1750

Tysons Boulevard, Suite 1000

McLean,

VA 22102

Attention:

Jason Simon, Esq.

Email:

jason.simon@gtlaw.com

Any

party hereto may change the address for receipt of communications by giving written notice to the others.

Section

10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,

officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal

representative, and no other person will have any right or obligation hereunder.

Section

11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not

affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of

this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and

only such minor changes) as are necessary to make it valid and enforceable.

Section

12. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this Agreement

and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects

by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent

and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions

contemplated hereby shall be instituted exclusively in the New York Supreme Court, County of New York, or in the United States District

Court for the Southern District of New York (ii) waives any objection which it may have or hereafter to the venue of any such suit, action

or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, or in the United

States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the

Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding

in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees

that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective

service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by

certified mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent,

in any such suit, action or proceeding. If either party shall commence an action or proceeding to enforce any provision of this Agreement,

then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees

and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section

13. General Provisions.

(a) This

Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or

more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the

same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein

are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b) The

Company acknowledges that in connection with the offering of the Shares: (i) the Placement Agent has acted at arm’s length, are

not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties

and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The

Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged

breach of fiduciary duty in connection with the offering of the Shares.

[The

remainder of this page has been intentionally left blank.]

the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all

counterparts hereof, shall become a binding agreement in accordance with its terms.

MAXIM

GROUP LLC

By:

/s/ Ritesh Veera

Name:

Ritesh Veera

Title:

Co-Head of Investment Banking

The

foregoing Agreement is hereby confirmed and accepted as of the date first written above.

ROADZEN

INC.

By:

/s/ Jean-Noël Gallardo

Name:

Jean-Noël Gallardo

Title:

Chief Financial Officer

[Signature

Page to Placement Agency Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit 10.2

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of May 4, 2026, between Roadzen Inc., a British Virgin

Islands company (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) with respect to the Shares (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:

ARTICLE

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 4.5.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“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 are 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 4:00pm (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Company

BVI Counsel” means Maples and Calder, with an address of 5th Floor, Ritter House, PO Box 17, Road Town, Tortola,

British Virgin Islands.

“Company

Counsel” means Greenburg Traurig, LLP, with offices located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102.

“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, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“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) Ordinary Shares or options to employees, officers, consultants or directors 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,

(b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable

or exchangeable for or convertible into Ordinary Shares 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 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 4.11(a) 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(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens”

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

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Ordinary

Shares” means the ordinary shares of the Company, par value $0.0001 per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

“Ordinary

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

at any time Ordinary Shares, 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, Ordinary Shares.

“Per

Share Purchase Price” equals $1.70, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and before the Closing.

“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 Maxim Group LLC.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“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 4.8.

“Registration

Statement” means the effective registration statement with Commission file No. 333- 282966 which registers the sale of the

Shares 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(e).

“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(h).

“Securities”

means the Shares.

“Securities

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

“Shares”

means the Ordinary Shares 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 Ordinary Shares).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares 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 .

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Thompson

Hine” means Thompson Hine LLP, with offices located at 300 Madison Avenue, New York, New York 10017.

“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 Ordinary Shares are 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 hereto and any other documents or agreements executed in connection

with the transactions contemplated hereunder.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer

agent of the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1 Closing.

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

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

to purchase, an aggregate of $8 million of Shares. 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 Shares as determined pursuant to Section 2.2(a), and the

Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of

the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Thompson Hine or such

other location as the parties shall mutually agree 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”

(“DVP”) (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 to such Purchaser 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

Ordinary Shares to any Person and that any such decision to sell any Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares

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 Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership

of the Shares 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.

2.2

Deliveries.

(a)

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:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and Thompson Hine;

(iii)

a legal opinion of Company BVI Counsel, in form and substance reasonably acceptable to the Placement Agent and Thompson;

(iv)

subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions,

on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(v)

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 (“DWAC”)

Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

and

(vi)

the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i)

this Agreement duly executed by such Purchaser; and

(ii)

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.

(a)

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

(i)

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);

(ii)

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

performed; and

(iii)

the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

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

(i)

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);

(ii)

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

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company; and

(v)

from the date hereof to the Closing Date, trading in the Ordinary Shares 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.

(vi) after giving effect to the issuance of the Shares pursuant to this

Agreement, on the Closing Date, no fewer than 84,401,542 Ordinary Shares will have been issued and outstanding, and all such issued and

outstanding Ordinary Shares shall have been issued prior to or contemporaneously with the issuance of the Shares to the Purchasers.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in 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:

(a)

Subsidiaries. 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.

(b)

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. Neither the Company nor any

Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or

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

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

by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in: (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.

(c)

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 shareholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the 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.

(d)

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 Shares 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, or (ii) conflict with, or constitute a default (or an event that

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

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

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

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

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

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

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

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

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

(e)

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

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

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

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the 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, if any, as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f)

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

the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act,

which became effective on November 12, 2024 (the “Effective Date”), 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 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 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.6 of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). The Company

has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than as set forth in a current

report on Form 8-K filed under the Exchange Act or pursuant to the exercise of employee stock options under the Company’s stock

option plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant

to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report

under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), 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 Ordinary

Shares 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 Ordinary Shares or Ordinary Share Equivalents or capital stock of any Subsidiary.

The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares 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. 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 shareholder 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 shareholders.

(h)

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

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

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

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, 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 Company has never been an issuer subject to Rule 144(i) under the Securities Act or, if it has been

an issuer subject to Rule 144(i), it is not currently a “shell company” and at least one year has passed since it filed “Form

10 Information” with the Commission. 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.

(i)

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

within the SEC Reports and otherwise disclosed in its SEC Reports filed subsequent thereto, except as set forth on Schedule 3.1(i),

(i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse

Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses

incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s

financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method

of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders 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 or as set forth on Schedule 3.1(i), 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 1 Trading Day prior

to the date that this representation is made.

(j) Litigation.

Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation

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

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

county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j),

(i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities

or (ii) could, 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 to the knowledge of the Company any director or officer thereof, is or has been the subject of

any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary

duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the

Commission involving the Company or any current or former director or officer of the Company. 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.

(k)

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

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

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

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

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

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

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

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

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

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

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

Effect.

(l)

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

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

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

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

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

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

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

expected to result in a Material Adverse Effect.

(m) Environmental

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

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

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

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

environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or

handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder

(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under

applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of

any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected

to have, individually or in the aggregate, a Material Adverse Effect.

(n)

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

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

except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o)

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; (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 (iii) Lien disclosed in the SEC Reports. 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.

(p)

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

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

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

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

has expired, terminated or been abandoned, or 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 could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge

of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any

of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,

confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(q)

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 at least equal to the aggregate Subscription Amount. 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.

(r)

Transactions With Affiliates and Employees. Except as set forth in SEC Reports, none of the executive 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.

(s)

Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company and the Subsidiaries are in

material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended that are 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 for the material deficiencies disclosed in the SEC Reports, the Company and the Subsidiaries

maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

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

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of 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.

(t)

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.

(u)

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.

(v)

Registration Rights. Except as set forth in the SEC Reports, 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.

(w)

Listing and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act,

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

of the Ordinary Shares 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 Ordinary Shares are or have 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 Ordinary Shares are 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.

(x)

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.

(y) 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 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.

(z)

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.

(aa)

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

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

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

contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its

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

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

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

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. All outstanding secured and unsecured Indebtedness of the Company

or any Subsidiary, or for which the Company or any Subsidiary has commitments are disclosed in the SEC Reports. For the purposes of this

Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other

than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations

in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance

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

in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to

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

(bb)

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.

(cc)

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.

(dd)

Accountants. The Company’s accounting firm is ASA & Associates 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 March 31, 2026.

(ee)

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

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

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Section 3.2(f) 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 Shares for any specified

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

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

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

“derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a

“short” position in the Ordinary Shares, 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, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’ equity

interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such

aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg)

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.

(hh)

Reserved.

(ii)

Cybersecurity. Except as would not reasonably be expected to result in a Material Adverse Effect, (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 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.

(jj)

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

Ordinary Shares 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.

(kk)

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

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

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

(ll)

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.

(mm)

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.

(nn)

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):

(a)

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.

(b)

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 (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.

(c)

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.

(d)

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.

(e)

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.

(f)

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.

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.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Removal of Legends. The Shares, shall be issued free of legends.

4.2

Furnishing of Information. Until the time that no Purchaser owns Shares, 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.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities 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.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) 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, 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, 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.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, 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.

4.7

Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale

of the Securities hereunder for working capital purposes and to repay some indebtedness, and shall not use such proceeds: (a) for the

redemption of any Ordinary Shares or Ordinary Share Equivalents, (b) for the settlement of any outstanding litigation or (c) in violation

of FCPA or OFAC regulations.

4.8 Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its

directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such

Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,

shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding

such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser

Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,

including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation

that any such Purchaser Party may suffer or incur 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, arising out of or relating to any of the transactions contemplated by the

Transaction Documents (unless such action arises or relates to 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 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 of the representations, other Transaction Documents. The indemnification required by this Section 4.8 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.

4.9

Reservation of Ordinary Shares. 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 Ordinary Shares for the purpose of enabling the Company

to issue Shares pursuant to this Agreement.

4.10

Listing of Ordinary Shares. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the

Ordinary Shares 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 on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The

Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in

such application all of the Shares and will take such other action as is necessary to cause all of the 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 Ordinary Shares 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. For so long as the Company maintains a listing or quotation of the

Ordinary Shares on a Trading Market, the Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through

the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to

the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11

Subsequent Equity Sales. From the date hereof until twenty (20) 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 Ordinary Shares or Ordinary Share

Equivalents, other than any Exempt Issuance, 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.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered

to all of the parties to this Agreement. 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

Shares or otherwise.

4.13 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short

Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such

time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction 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 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any

transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the

transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in

Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to

the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent, including,

without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4.

Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio

managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth

above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to

purchase the Shares covered by this Agreement and 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 such walled-off trading personnel.

4.14

Reserved.

4.15

Reserved.

4.16

Reserved.

4.17

Reserved.

4.18

Short Sales. Each Purchaser covenants and agrees that neither it nor any Affiliate acting on its behalf or pursuant to any understanding

with it will execute any Short Sales of the Ordinary Shares during the period commencing with the execution of this Agreement and ending

at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.4.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice

delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.

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 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 50.1% in interest of the Shares 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 Shares and the

Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of

the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the

benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision

hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the 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 4.8, 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. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through Thompson Hine. Thompson Hine does not represent any of the Purchasers and only represents the Placement

Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company

and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision

contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the

Company and the Purchasers collectively and not between and among the Purchasers.

5.18

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19

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.

5.20

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 Ordinary Shares 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 Ordinary Shares that occur after the date of

this Agreement.

5.21

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.

ROADZEN

INC.

Address

for Notice:

111

Anza Blvd. Suite 109

Burlingame,

CA 94010

Attn: Jean-Noël Gallardo

Email:

jean-noel@roadzen.ai

By:

Name:

Jean-Noël Gallardo

Title:

Chief Financial Officer

With

a copy to (which shall not constitute notice):

Greenburg

Traurig, LLP

1750

Tysons Boulevard, Suite 1000

McLean,

VA 22102

Attn:

Jason Simon

Email:

Jason.simon@gtlaw.com

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO RDZN 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 Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

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 first (1st) 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.

[SIGNATURE

PAGES CONTINUE]

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

Roadzen

Announces Pricing of $8.0 Million Registered Direct Offering of Ordinary Shares

NEW

YORK, May 4, 2026 (GLOBE NEWSWIRE) — Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global

leader in AI at the convergence of insurance and mobility, today announced that it has entered into a securities purchase agreement with

institutional investors for the purchase and sale of 4,705,870 ordinary shares at an offering price of $1.70 per share, in a registered

direct offering (the “Offering”).

The

gross proceeds to the Company from the Offering are estimated to be approximately $8.0 million before deducting the placement agent’s

fees and other estimated offering expenses. The offering is expected to close on or about May 5, 2026, subject to the satisfaction of

customary closing conditions.

Maxim

Group LLC is acting as the sole placement agent in connection with the Offering.

The

securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282966), which was declared effective

by the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024. The offering will be made only by means

of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating

to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus

can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate

Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.

This

press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will 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

Roadzen Inc.

Roadzen

Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers,

automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.

Thousands

of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers, and fleets to dealerships

and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s

pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express

as one of the world’s top AI innovators.

Headquartered

in Burlingame, California, Roadzen employs more than 300 people across offices in the U.S., U.K., and India. Learn more at www.roadzen.ai

Cautionary

Statement Regarding Forward Looking Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these

forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject

to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”

“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”

“estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include,

but are not limited to, statements regarding our anticipated future financial results (including ability to achieve breakeven Adjusted

EBITDA), the anticipated closing of our registered direct offering, the anticipated benefits of our products and solutions, strategy,

demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects,

plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors”

in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form 10-K we filed with the SEC

on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements

contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting

on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this

press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any

intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise.

Investor

Contact:

Investor

Contacts: IR@roadzen.ai

Media

Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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