Form 8-K

8-K — LANTRONIX INC

Accession: 0001683168-26-003615

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001114925

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — lantronix_8k.htm (Primary)

EX-1.1 — SALES AGREEMENT DATED 5-7-26 (lantronix_ex0101.htm)

EX-5.1 — OPINION OF O'MELVENY & MYERS LLP (lantronix_ex0501.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: lantronix_8k.htm · Sequence: 1

LANTRONIX, INC. 8-K

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0001114925

2026-05-08

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 8, 2026

LANTRONIX,

INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-16027

33-0362767

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Discovery, Suite

250

Irvine, California 92618

(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities

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

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

LTRX

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 7(a)(2)(B) of Securities Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On May 8, 2026, Lantronix,

Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”)

and Canaccord Genuity LLC (“Canaccord”), with respect to an at-the-market offering program under which the Company may offer

and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”),

having an aggregate offering price of up to $30,000,000 (the “Shares”), through either of Needham and Canaccord, each as its

sales agent (together, the “Sales Agents”).

Each time the Company wishes to issue

and sell Shares under the Sales Agreement, the Company will notify either Sales Agent (the “Designated Agent”) of the number

or dollar value of Shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales

may not be made and any other sales parameters as the Company deems appropriate. The Company is not obligated to sell any Shares under

the Sales Agreement. Subject to the terms of the Sales Agreement, the Designated Agent may sell the Shares by any method that is deemed

to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities

Act”), including sales made through The Nasdaq Capital Market or any other trading market for the Common Stock. The Sales Agents

will use commercially reasonable efforts consistent with its normal trading and sales practices. Pursuant to the Sales Agreement, the

Company will pay the Designated Agent a commission equal to 3% of the gross proceeds from each sale of Shares sold through the Designated

Agent under the Sales Agreement.

The Company and/or each Sales Agent

may terminate the Sales Agreement in accordance with the terms and conditions set forth therein.

Any Shares to be offered and sold under

the Sales Agreement will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284749), which was

filed with the Securities and Exchange Commission (“SEC”) on February 7, 2025 and declared effective by the SEC on February

19, 2025, and a prospectus supplement, dated May 8, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection

with the offer and sale of the Shares under the Sales Agreement.

The Sales Agreement includes customary

representations, warranties, conditions, covenants, and indemnification rights and obligations of the Company and the Sales Agents. The

foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”)

and is incorporated herein by reference.

O’Melveny & Myers LLP,

counsel to the Company, has issued an opinion to the Company, dated May 8, 2026, relating to the validity of the Shares to be issued and

sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

1.1*

Sales Agreement, dated as of May 8, 2026, among the Company and the Sales Agents

5.1

Opinion of O’Melveny & Myers LLP

23.1

Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1)

104

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

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request

by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act

of 1934, as amended, for any schedules or exhibits so furnished.

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.

LANTRONIX, INC.

Date: May 8, 2026

By:

/s/ Brent Stringham

Brent Stringham

Chief Financial Officer

EX-1.1 — SALES AGREEMENT DATED 5-7-26

EX-1.1

Filename: lantronix_ex0101.htm · Sequence: 2

Exhibit 1.1

LANTRONIX, INC.

Shares of Common Stock

SALES AGREEMENT

May 8, 2026

Needham

& Company, LLC

250 Park Avenue

New York, New York 10177

Canaccord Genuity LLC

1 Post Office Square

30th Floor

Boston, Massachusetts 02109

Ladies and Gentlemen:

Lantronix, Inc., a Delaware

corporation (the “Company”), confirms as follows its agreements with Needham & Company, LLC (“Needham”) and

Canaccord Genuity LLC (“Canaccord”; each of Needham and Canaccord, a “Sales Agent” and collectively, the “Sales

Agents”).

1. Issuance and Sale of Shares.

(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 Sales Agreement (the “Agreement”), the Company agrees that, from time to time during the term of this Agreement,

it may issue and sell through the Sales Agents shares of common stock (the “Placement Shares”) of the Company, par value

$0.0001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell

through the Sales Agents such number or dollar amount of Placement Shares that would (i) exceed the number or dollar amount of shares

of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (ii)

exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or

exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (iii)

exceed the number or dollar amount of shares of Common Stock permitted to be sold by the Company under Form S-3 (including General Instruction

I.B.6. thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a

Prospectus Supplement (as defined below) (the lesser of clauses (i), (ii), (iii) and (iv), the “Maximum Amount”). Notwithstanding

anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1

on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility

of the Company and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares

through the Sales Agents will be effected pursuant to the Registration Statement filed by the Company with the Securities and Exchange

Commission (the “Commission”) on February 7, 2025 and declared effective by the Commission on February 19, 2025, although

nothing in this Agreement shall be construed as requiring the Company to issue shares of Common Stock.

(b) The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and

the rules and regulations of the Commission thereunder (collectively referred to as the “Rules and Regulations”), with the

Commission a registration statement on Form S-3 (File No. 333-284749), including a base prospectus and together with such amendments thereto

as may have been required to the date of this Agreement, relating to the Common Stock to be issued from time to time by the Company, and

which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities

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

the “Exchange Act Rules and Regulations”). The Company has prepared a prospectus supplement to the base prospectus included

as part of the Registration Statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the

Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Sales Agents, for use by

the Sales Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement.

The Company may file one or more additional registration statements from time to time that will contain a base prospectus and a related

prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the

context otherwise requires, any such registration statement, including the amendments thereto, the exhibits and any schedules thereto,

the documents otherwise deemed to be part thereof, included or incorporated by reference therein, and including any information contained

in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (“Rule

424(b)”) or deemed to be a part of such registration statement pursuant to the Rules and Regulations (including Rule 430B thereof),

and any registration statement relating to the offering contemplated by this Agreement and filed pursuant to Rule 462(b) of the Rules

and Regulations (“Rule 462(b)”) is herein called the “Registration Statement.” The base prospectus or base prospectuses,

including all documents incorporated by reference therein, included in the Registration Statement, as it may be supplemented, if applicable,

by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been

filed by the Company with the Commission pursuant to Rule 424(b), together with any then-issued Issuer Free Writing Prospectuses (as defined

below), is herein called the “Prospectus.”

(c) Any reference herein to the Registration Statement, any base prospectus, any Prospectus Supplement, the Prospectus or any Issuer

Free Writing Prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference

therein or from which information is so incorporated by reference (the “Incorporated Documents”), including, unless the context

otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,”

“amendment” or “supplement” with respect to the Registration Statement, any base prospectus, any Prospectus Supplement,

the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange

Act on or after the most recent effective date of the Registration Statement, or the respective dates of the base prospectus, such Prospectus

Supplement, the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and deemed to be incorporated by reference therein.

For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall

be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system

or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).

2. Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),

it will notify a Sales Agent (the “Designated Agent”) by email notice (or other method mutually agreed to by the parties)

(each such notice, a “Placement Notice”) containing the parameters in accordance with which the Company desires such Placement

Shares to be sold, which at a minimum shall include the maximum number or amount of Placement Shares to be sold, the time period during

which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any day on which

the Common Stock is traded on the Exchange (any such day, a “Trading Day”) and any minimum price below which sales may not

be made, the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the

Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such Schedule 3), and shall be

addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to

time. The Placement Notice shall be immediately effective upon receipt by the Designated Agent unless and until (a) the Designated

Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within

a reasonable amount of time following receipt of the Placement Notice, (b) the Designated Agent suspends sales under the Placement

Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares

thereunder or under this Agreement have been sold, (d) the Company amends, supersedes, suspends or terminates the Placement Notice

or (e) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation

to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance

with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will

have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice

to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then

only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement

Notice, the terms of the Placement Notice will control with respect to the matters covered thereby.

3. Sale of Placement Shares by the Sales Agents. 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, upon the Designated Agent’s acceptance of the terms

of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated

in accordance with the terms of this Agreement, the Designated Agent, for the period specified in the Placement Notice, will use its commercially

reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations and the rules of the Nasdaq

Stock Market LLC (the “Exchange”) to sell such Placement Shares up to the number or amount specified in, and otherwise in

accordance with the terms of, such Placement Notice. The Designated Agent will provide written confirmation to the Company no later than

the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting

forth the number or amount of Placement Shares sold on such Trading Day, the average price at which Placement Shares were sold and the

gross proceeds generated from such sales. Subject to the terms of the Placement Notice, the Designated Agent may sell Placement Shares

by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Rules and

Regulations, including sales made directly on or through the Exchange or any other existing trading market for the Common Stock, in negotiated

transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method

permitted by law. The Company acknowledges and agrees that (a) there can be no assurance that the Designated Agent will be successful

in selling Placement Shares, (b) the Designated Agent will incur no liability or obligation to the Company or any other person or entity

if it does not sell Placement Shares for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts

consistent with its normal trading and sales practices and applicable laws and regulations to sell such Placement Shares as required under

this Agreement and (c) the Designated Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to

this Agreement, except as otherwise agreed by the Designated Agent and the Company in a separate written agreement setting forth the terms

of such sale.

4. Suspension of Sales.

(a) The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence to each of

the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals

to whom the notice is sent, other than automatic reply) or by telephone (confirmed immediately by verifiable facsimile transmission or

email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares (each,

a “Suspension”); provided, however, that such Suspension shall not affect or impair any party’s obligations

with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation

under Sections 7(s), 7(t), and 7(u) with respect to the delivery of certificates, opinions and comfort letters to the Sales Agents, shall

be waived. Each of the parties agrees that no notice under this Section 4 shall be effective against the other party unless notice is

sent by one of the individuals named on Schedule 3 hereto to one of the individuals named on Schedule 3 hereto, as such Schedule may be

amended from time to time. During a Suspension, the Company shall not issue any Placement Notices and the Designated Agent shall not sell

any Placement Shares hereunder. The party that issued a Suspension notice shall notify the other party in writing of the Trading Day on

which the suspension shall expire not later than twenty-four (24) hours prior to such Trading Day.

(b) Notwithstanding any other provision of this Agreement, during any period in which the Company is, or would reasonably be deemed

to be, in possession of material non-public information, the Company and the Sales Agents agree that (i) no sale of Placement Shares will

take place, (ii) the Company shall not request the sale of any Placement Shares and shall cancel any effective Placement Notices instructing

the Sales Agents to make any sales and (iii) the Sales Agents shall not be obligated to sell or offer to sell any Placement Shares.

5. Settlement and Delivery.

(a) Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first

Trading Day (or such other day as is industry practice for regular-way trading) following the date on which such sales are made (each,

a “Settlement Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement

Shares sold (the “Net Proceeds”) will be equal to the aggregate gross sales price received by the Designated Agent, after

deduction of (i) the Designated Agent’s commission, discount or other compensation for such sales payable by the Company pursuant

to Section 2 hereof, (ii) any other amounts due and payable by the Company to the Designated Agent pursuant to Section 7(i) of this Agreement

and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

(b) On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement

Shares being sold by crediting the Designated Agent’s or its designee’s account (provided the Designated Agent shall have

given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company

through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties

hereto, which in all cases shall be duly authorized, freely tradeable, transferable, registered shares of Common Stock in good deliverable

form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by

the Company on or prior to the Settlement Date. In addition to and in no way limiting the rights and obligations set forth in Section

9 hereto, the Company agrees that if the Company or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized,

freely tradeable, transferable, registered Placement Shares on a Settlement Date, the Company will (i) hold the Designated Agent harmless

against any loss, claim, damage, or reasonable and documented out-of-pocket expense (including reasonable and documented legal fees and

expenses), promptly following such default, arising out of or in connection with such default by the Company or its transfer agent (if

applicable), (ii) pay to the Designated Agent (without duplication) any commission, discount or other compensation to which it would otherwise

have been entitled absent such default and (iii) take all necessary action to cause the full amount of any Net Proceeds that were delivered

to the Company’s account with respect to such settlement, together with any costs incurred by the Designated Agent in connection

with recovering such Net Proceeds, to be immediately returned to the Designated Agent no later than 5:00 p.m., New York City time, on

such Settlement Date, by wire transfer of immediately available funds to an account designated by the Designated Agent.

(c) Certificates for the Placement Shares, if any, shall be in such denominations and registered in such names as the Sales Agent may

request in writing one Business Day (as defined below) before the applicable Settlement Date. Certificates for the Placement Shares, if

any, will be made available by the Company for examination and packaging by the Sales Agent in New York City not later than 12:00 p.m.,

New York City time, on the Business Day prior to the applicable Settlement Date.

(d) Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to

the sale of such Placement Shares, the aggregate number or gross sales proceeds of Placement Shares sold pursuant to this Agreement would

exceed the lesser of (i) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (ii) the amount available

for offer and sale under the then-effective Registration Statement and (iii) the amount authorized from time to time to be issued

and sold under this Agreement by the Company’s board of directors or a duly authorized committee thereof, and notified to the Designated

Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this

Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized

committee thereof, and notified to the Designated Agent in writing. Notwithstanding anything to the contrary contained herein, the parties

hereto acknowledge and agree that compliance with the limitations set forth in this Section 5(d) on the number or dollar amount of Placement

Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and the Sales

Agents shall have no obligation in connection with such compliance.

6. Representations and Warranties of the Company .

The Company represents, warrants

and covenants to each Sales Agent that as of the date of this Agreement and as of each Applicable Time (as defined below), unless such

representation, warranty or covenant specifies a different time:

(a) The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions

for the use of Form S-3 (including General Instructions I.A and I.B.1.) under the Act. The Registration Statement has been filed with

the Commission and has been declared effective by the Commission under the Act prior to the issuance of any Placement Notice by the Company.

The Prospectus Supplement will name Needham and Canaccord as the agents engaged by the Company in the section entitled “Plan of

Distribution.” The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements

of Rule 415 under the Rules and Regulations and comply in all material respects with such Rule. The Company has not received, and

has no notice from the Commission of, any notice pursuant to Rule 401(g)(1) under the Act objecting to the use of the shelf registration

statement form. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement

or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration

Statement, the Prospectus and any such amendments or supplements and all documents incorporated by reference therein that were filed with

the Commission on or prior to the date of this Agreement have been delivered to the Sales Agents and their counsel, or are available through

EDGAR. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of

the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other

than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Sales Agents have consented, any

such consent not to be unreasonably withheld, conditioned or delayed.

(b) No order preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has

been issued by the Commission, and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment

thereto has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission. On the date the Registration

Statement became or becomes effective (the “Effective Date”), on the date any Prospectus Supplement, the Prospectus, any Issuer

Free Writing Prospectus or any amendment or supplement thereto was or is filed with the Commission pursuant to the Act or the Exchange

Act, at each Applicable Time and at all times during the period through and including any Settlement Date and when any post-effective

amendment to the Registration Statement becomes effective, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus

(in each case, as amended or as supplemented, if applicable), including the financial statements, if any, included or incorporated by

reference therein, did and will comply in all material respects with all applicable requirements of the Act, the Exchange Act, the Exchange

Act Rules and Regulations and the Rules and Regulations, and did and will contain all statements required to be stated therein in accordance

with the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations. There are no contracts or other

documents that are required under the Act to be filed as exhibits to the Registration Statement that are not so filed.

When it became, becomes or

is deemed to become effective, no part of the Registration Statement or any amendment or supplement thereto did, does or will contain

an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading. The Prospectus and any amendment and supplement thereto, as of its date and at each Applicable Time, did not,

does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its

issue date and as of each Applicable Time, did not, does not and will not include any information that conflicted, conflicts or will conflict

with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein

that has not been superseded or modified.

As used in this subsection

and elsewhere in this Agreement:

“Applicable Time”

means (i) each Representation Date (as defined below), (ii) the time of each sale of any Placement Shares pursuant to this Agreement and

(iii) each Settlement Date.

“Issuer Free Writing

Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and Regulations (“Rule

433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from

filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required

to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

The foregoing representations

and warranties in this Section 6(b) do not apply to any statements or omissions made in reliance on, and in conformity with, information

relating to the Sales Agents furnished in writing to the Company by the Sales Agents specifically for inclusion in the Registration Statement,

the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto. The Company acknowledges

that the statements set forth in the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement

(the “Sales Agents’ Information”) constitute the only information relating to the Sales Agents furnished in writing

to the Company by the Sales Agents specifically for inclusion in the Registration Statement, the Prospectus Supplement, the Prospectus

and any Issuer Free Writing Prospectus.

(c) In connection with the offering of the Placement Shares, (i) at the times specified in Rule 164 and Rule 433 of the Rules and Regulations

and (ii) as of the date hereof, the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Rules

and Regulations (“Rule 405”)), without taking account of any determination by the Commission pursuant to Rule 405 that it

is not necessary that the Company be considered an ineligible issuer.

(d) The Incorporated Documents, when they were or are filed with the Commission, as the case may be, complied or will comply in all

material respects with the requirements of the Act and the Exchange Act, as applicable, and the Rules and Regulations and the Exchange

Act Rules and Regulations, as applicable; and any further documents filed and incorporated by reference subsequent to the Effective Date

shall, when they are filed with the Commission, comply in all material respects with the requirements of the Act and the Exchange Act,

as applicable, and the Rules and Regulations and the Exchange Act Rules and Regulations, as applicable. Each Incorporated Document did

not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue

statement of a material fact or omit to state a material fact required to be stated in such document or necessary in order to make the

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

(e) The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation

or have any equity interest in any corporation, firm, partnership, joint venture, association or other entity, other than (i) the subsidiaries

listed in Exhibit 21 to its most recent Annual Report on Form 10-K (collectively, the “Subsidiaries”), (ii) those subsidiaries

not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act, (iii) those subsidiaries formed since

the last day of the most recently ended fiscal year, and (iv) as disclosed in the Registration Statement and the Prospectus. To the Company’s

knowledge, the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction

of organization. To the Company’s knowledge, the Company and each of its Subsidiaries has full corporate power and authority to

conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described

in the Registration Statement and the Prospectus. The Company and each of its Subsidiaries is duly licensed or qualified to do business

and in good standing as a foreign corporation or such other entity in all jurisdictions in which the nature of the activities conducted

by it or the character of the assets owned or leased by it makes such license or qualification necessary, except to the extent that the

failure to be so licensed or qualified or be in good standing or have such power or authority would not, individually or in the aggregate,

have a material adverse effect or would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries,

taken as a whole, or their respective assets, businesses, operations, earnings, properties, prospects, conditions (financial or other),

stockholders’ equity or results of operations, or prevent or materially interfere with consummation of the transactions contemplated

hereby (such effect is referred to herein as a “Material Adverse Effect”). Except as set forth in the Registration Statement

or in the Prospectus, all of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued,

are fully paid and nonassessable and free of any preemptive or similar rights, and are wholly owned by the Company free and clear of all

claims, liens, charges, security interests, rights of first refusal and encumbrances; there are no securities outstanding that are convertible

into or exercisable or exchangeable for capital stock of any Subsidiary. The Company and its Subsidiaries are not engaged in any discussions

or a party to any agreement or understanding, written or oral, regarding the acquisition of an interest in any corporation, firm, partnership,

joint venture, association or other entity where such discussions, agreements or understandings would require disclosure in, or amendment

to, the Registration Statement. Complete and correct copies of the Amended and Restated Certificate of Incorporation, as amended (the

“Certificate of Incorporation”) and of the Amended and Restated By-laws (the “By-laws”) of the Company and the

organizational documents of each of its Subsidiaries and all amendments thereto have been delivered to the Sales Agents and their counsel,

or are available through EDGAR.

(f) The Company has authorized, issued and outstanding capital stock as set forth in, or incorporated by reference into, the Prospectus

Supplement as of the date set forth therein (other than the grant of additional equity awards or options under the Company’s equity

incentive and stock option plans and agreements, or changes in the number of outstanding shares of Common Stock of the Company due to

the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on

the date hereof) and such authorized capital stock conforms in all material respects to the description thereof set forth in the Registration

Statement and the Prospectus. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued,

are fully paid and nonassessable, were issued in compliance in all material respects with all applicable state and federal securities

laws and, except as disclosed in or contemplated by the Registration Statement or the Prospectus, are not subject to any preemptive rights,

rights of first refusal or similar rights. The Placement Shares have been duly authorized and, when issued and delivered by the Company

against payment therefor as contemplated hereby, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien,

encumbrance, security interest or other claim, and will be registered pursuant to Section 12 of the Exchange Act; no preemptive rights,

rights of first refusal or similar rights exist with respect to any of the Placement Shares or the issue and sale thereof. The description

of the capital stock of the Company included or incorporated by reference in the Registration Statement, the Prospectus Supplement and

the Prospectus is complete and accurate in all material respects. The Placement Shares, when issued, will conform to the description thereof

set forth in or incorporated into the Prospectus. Except as set forth in the Prospectus Supplement and the Prospectus, the Company does

not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any other securities or obligations convertible

into, or any other contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities

or obligations. The certificates evidencing the Placement Shares, if any, are in due and proper legal form and have been duly authorized

for issuance by the Company. The issuance and sale of the Placement Shares as contemplated hereby will not cause any holder of any share

capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights to purchase

share capital or any other securities of the Company to have any right to acquire any preferred shares or other securities of the Company.

(g) At the time the Registration Statement was originally declared effective, and at the time the Company’s most recent Annual

Report on Form 10-K was filed with the Commission, the Company met the then-applicable requirements for the use of Form S-3 under the

Act, including, but not limited to, General Instruction I.B.1. of Form S-3. As of the date hereof, the Company meets the requirements

for use of Form S-3 under the Act specified in Conduct Rule 5110(h)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by

persons other than affiliates of the Company (pursuant to Rule 144 of the Rules and Regulations, those that directly, or indirectly through

one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate

Shares”), was equal to or greater than $75 million (calculated by multiplying (i) the highest price at which the common equity

of the Company closed on the Exchange within 60 days of the date of this Agreement by (ii) the number of Non-Affiliate Shares). The Company

is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it

has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3)

with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

(h) The financial statements, together with the related notes and schedules, included or incorporated by reference in the Registration

Statement or the Prospectus present fairly, in all material respects, the financial condition of the Company and its consolidated Subsidiaries

as of the respective dates thereof and the results of operations, cash flows and changes in stockholders’ equity of the Company

and its consolidated Subsidiaries for the respective periods covered thereby, and have been prepared in conformity with generally accepted

accounting principles applied on a consistent basis throughout the entire period involved except as may be set forth in the related notes

included therein. No other financial statements or schedules (historical or pro forma) are required by the Act, the Exchange Act, the

Exchange Act Rules and Regulations or the Rules and Regulations to be included or incorporated by reference in the Registration Statement

or the Prospectus. To the extent applicable, any pro forma financial statements, information or data included or incorporated by reference

in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Act, including, without limitation,

Article 11 thereof, fairly present the information set forth therein in all material respects, and the assumptions used in the preparation

of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect

to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation

of those statements and data. Baker Tilly US, LLP (the “Accountant”), who have

reported on the consolidated financial statements and schedules of the Company, are and, during the periods covered by their report were,

an independent registered public accounting firm with respect to the Company within the meaning of, and as required by, the Act, the Rules

and Regulations and the Public Company Accounting Oversight Board (United States) (“PCAOB”). To the Company’s knowledge,

the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”) with respect to the Company. The other financial and statistical data included and incorporated by reference in the Registration

Statement and the Prospectus present accurately and fairly the information shown therein and have been compiled on a basis consistent

with the audited financial statements incorporated by reference in the Registration Statement and the Prospectus and the books and records

of the Company. All disclosures contained in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus regarding

“non-GAAP financial measures” (as such term is defined in the Rules and Regulations) comply with Regulation G of the Exchange

Act and Item 10(e) of Regulation S-K under the Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all

material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable

thereto. The Prospectus delivered to the Sales Agents for use in connection with the sale of the Placement Shares pursuant to this Agreement

will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent

permitted by Regulation S-T.

(i) Except as set forth in the Registration Statement or the Prospectus, (i) no person, as such term is defined in Rule 1-02 of Regulation

S-X under the Rules and Regulations (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue

or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company, and (ii) no Person has

any preemptive rights, resale rights, rights of first refusal, rights of co-sale or any other rights (whether pursuant to a “poison

pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company.

Except as contemplated by this Agreement, no Person has the right to act as an underwriter or as a financial advisor to the Company in

connection with the offer and sale of the Placement Shares.

(j) Except as otherwise disclosed in the Registration Statement or Prospectus, subsequent to the respective dates as of which information

is given in the Registration Statement and the Prospectus, (i) there has not been any Material Adverse Effect, the occurrence of

any development that the Company reasonably expects would result in a Material Adverse Effect or any material adverse change, or any development

that would reasonably be expected to result in a material adverse change, in the general affairs, business, management, condition (financial

or otherwise), earnings, results of operations, properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries,

taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Change”),

(ii) there has not been any material change in the capitalization or long-term indebtedness of the Company (other than in connection with

the exercise or settlement of equity awards or options to purchase the Common Stock granted pursuant to the Company’s equity incentive

and/or stock option plans from the shares reserved therefor as described in the Registration Statement and the Prospectus, the exercise

or redemption of warrants described in the Registration Statement and the Prospectus, and the grant of equity awards or stock options

in the ordinary course of business and consistent with the past practice of the Company), (iii) neither the Company nor any of its

Subsidiaries has incurred, except in the ordinary course of business as described in the Registration Statement or the Prospectus, any

material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), nor has the Company or any of

its Subsidiaries entered into any material transactions other than pursuant to this Agreement and the transactions referred to herein

and (iv) the Company has not paid, made or declared any dividends or other distributions of any kind on any class of its capital

stock or the capital stock of any Subsidiary.

(k)

The Company and its Subsidiaries are not, will not become as a result of or after giving effect to the transactions contemplated

hereby (including the offer and sale of the Placement Shares), and will not conduct their business in a manner that would cause any of

them to be, an “investment company,” an entity “controlled” by an “investment company” or an “affiliated

person” of, or “promoter” or “principal underwriter” for, an “investment company,” as each such

terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(l) Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described

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

or any other regulation of such Board of Governors.

(m) Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings pending or, to

the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries or any of its or their officers in

their capacity as such, before or by any federal or state court, commission, regulatory body, administrative agency or other governmental

body, domestic or foreign, wherein an unfavorable ruling, decision or finding would have a Material Adverse Effect. To the Company’s

knowledge, there are no current or pending legal, governmental or regulatory audits or investigations, actions, suits or proceedings that

are required under the Act to be described in the Registration Statement or the Prospectus that are not so described.

(n) Neither the Company nor any of its Subsidiaries is (i) in default, and no event has occurred that, with notice or lapse of time

or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture,

mortgage, deed of trust, loan agreement or any other contract, agreement or instrument to which the Company or any of its Subsidiaries

is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any

of its Subsidiaries are subject or (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court

or arbitrator or governmental or regulatory authority, which default or violation, in the cases of clauses (i) or (ii), would reasonably

be expected to have a Material Adverse Effect. To the knowledge of the Company, no other party under any material contract or other instrument

to which it or any of its Subsidiaries is a party is in default in any respect thereunder, which default would reasonably be expected

to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is or would reasonably be expected to be in violation

of any provision of its certificate or articles of incorporation or by-laws or similar organizational documents. Neither the Company nor

any of its Subsidiaries has (i) failed to pay any dividend or sinking fund installment on preferred stock or (ii) defaulted

on any installment or other payment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults,

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

(o) No consent, approval, authorization or order of, or any filing or declaration with, any court, arbitrator or governmental or regulatory

agency or body is required for the consummation of the transactions contemplated hereby, except such as have been obtained under the Act

or the Rules and Regulations and such as may be required under state securities or Blue Sky laws, the by-laws and rules of FINRA or the

Exchange in connection with the sale of the Placement Shares by the Sales Agents.

(p) The Company has full corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby.

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

the Company, enforceable against the Company in accordance with the terms hereof, except that the enforcement (A) of this Agreement may

be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other similar laws relating

to creditor’s rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding

therefor may be brought (collectively, the “Enforceability Exceptions”) and (B) of the indemnification and contribution obligations

and provisions of this Agreement may be limited by applicable law or considerations of public policy. The execution and performance of

this Agreement and the consummation of the transactions contemplated hereby (including the issuance and sale of the Placement Shares)

will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries

pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or conflict with or constitute

a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation

under, (i) the certificate or articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries,

(ii) any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence

of indebtedness, lease, contract or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which

the Company, any of its Subsidiaries or any of its or their properties is bound or affected, or (iii) violate or conflict with any judgment,

ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties

of the Company or any of its Subsidiaries, which lien, charge, encumbrance, breach, violation, conflict, default, termination or acceleration,

in the cases of clauses (ii) or (iii), would have a Material Adverse Effect.

(q) Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries have good and marketable

title in fee simple to all items of real property owned by them, good and valid title to all person property described in the Registration

Statement or the Prospectus as being owned by them, free and clear of all liens, charges, encumbrances and claims, except those matters

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

(ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration

Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable

leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or

any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

The Company and its Subsidiaries own or lease all such properties as are necessary to their operations as now conducted or as proposed

to be conducted, except where the failure to so own or lease would not have a Material Adverse Effect. Each of the properties of the Company

and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation,

building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed

in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably

be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries

or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory

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

Company knows of no such condemnation or zoning change that is threatened, except for such that would not reasonably be expected to interfere

in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise would

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

(r) All contracts to which the Company or any of its Subsidiaries is a party that are required to be described in the Registration

Statement or to be filed as an exhibit to the Registration Statement are so described or filed as required. All contracts to which the

Company or any of its Subsidiaries is a party that are expressly referenced in the Prospectus have been duly authorized, executed and

delivered by the Company or such Subsidiary, constitute valid and binding obligations of the Company or such Subsidiary and are enforceable

against and by the Company or such Subsidiary in accordance with the terms thereof, subject to the Enforceability Exceptions.

(s) None of the Company, any of its Subsidiaries or any of their respective directors, officers or controlling persons has taken, directly

or indirectly, any action designed, or that would reasonably be expected to cause or result, under the Exchange Act or otherwise, in,

or that has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of

the Placement Shares.

(t) Except as set forth in the Registration Statement or the Prospectus, no holder of securities of the Company has rights, contractual

or otherwise, to require the Company to register any securities pursuant to the Registration Statement, or to include any securities in

the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration

Statement, the sale of the Placement Shares as contemplated hereby or otherwise, which rights have not been duly waived in a writing furnished

to the Sales Agents by the holder thereof as of the date hereof.

(u)

The Common Stock is registered under Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading

symbol “LTRX.” There is no action pending by the Company or, to the Company’s knowledge, by the Exchange designed to,

or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock

from the Exchange, nor has the Company received any notification that the Commission or the Exchange is contemplating terminating such

registration or listing. The Company is in compliance in all material respects with all applicable listing requirements of the Exchange.

(v) (i) To the Company’s knowledge, the Company and each of its Subsidiaries owns or has adequate rights to use all trademarks,

trade names, domain names, patents, patent rights, mask works, copyrights, technology, know-how (including trade secrets and other unpatented

or unpatentable proprietary or confidential information, systems or procedures), service marks, trade dress rights and other intellectual

property and registrations and applications for registration for any of the foregoing (collectively, “Intellectual Property”),

in each case, sufficient to conduct its business as now conducted and as now proposed to be conducted, and, to the Company’s knowledge,

there are no ownership rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries and none of

the foregoing Intellectual Property rights owned or licensed by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the

Company has no knowledge of any infringement by it or any of its Subsidiaries of Intellectual Property rights of others, and there is

no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries

infringe or otherwise violate any Intellectual Property rights of others, where such infringement or violation could have a Material Adverse

Effect, (iii) the Company is not aware of any infringement, misappropriation or violation by others of, or conflict by others with,

rights of the Company or any of its Subsidiaries with respect to any Intellectual Property, (iv) there is no suit, proceeding or

claim pending against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of

the Company or any of its Subsidiaries, regarding Intellectual Property infringement, challenging the Company’s and its Subsidiaries’

rights in or to any such Intellectual Property or alleging other infringement of Intellectual Property, that could have a Material Adverse

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

to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which

an “interference proceeding” (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application

described in the Prospectus as being owned by or licensed to the Company and (vi) the Company and its Subsidiaries have not received any

written notice alleging infringement with respect to any patent or any written notice challenging the validity, scope or enforceability

of any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, in each case the loss of which patent or

Intellectual Property (or loss of rights thereto) would be reasonably expected to have a Material Adverse Effect. The Company and its

Subsidiaries have taken all reasonable steps necessary to secure their interests in Intellectual Property developed for the Company by

their employees and contractors (including, but not limited to, assignments of such Intellectual Property) from such employees and contractors,

and to protect the confidentiality of all of their confidential information and trade secrets and that of third parties in their possession

to the extent contractually required to do so.

(w) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Intellectual

Property or technology (including information technology and outsourced arrangements) employed by the Company or the Subsidiaries has

been obtained or is being used by the Company or the Subsidiaries in violation of any contractual obligation binding on the Company or

any of the Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any of their respective officers, directors or employees.

The Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases,

websites and equipment used by the Company and the Subsidiaries to process, store, maintain and operate data, information and functions

used in connection with the business of the Company and the Subsidiaries (the “Company IT Systems”), except as would not be

reasonably expected to have a Material Adverse Effect. The Company IT Systems are adequate for, and operate and perform in all material

respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted, except

as would not be reasonably expected to have a Material Adverse Effect.

(x) The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns that have been required to

be filed and has paid all taxes and assessments shown thereon to the extent that such taxes or assessments have become due, in each case,

except to the extent such failure to file or failure to pay would not reasonably be expected to result in a Material Adverse Effect. Neither

the Company nor any of its Subsidiaries has any tax deficiency, penalty or assessment that has been or, to the knowledge of the Company,

would reasonably be asserted or threatened against it that would have a Material Adverse Effect. On each Settlement Date, all stock transfer

or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Placement Shares

to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or

will have been fully complied with.

(y) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates

and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses as contemplated

in the Registration Statement and the Prospectus, except where the failure to own or possess all such authorizations, approvals, orders,

licenses, registrations, other certificates and permits would not have a Material Adverse Effect. To the Company’s knowledge, there

is no proceeding pending or threatened that may cause any such authorization, approval, order, license, registration, other certificate

or permit to be revoked, withdrawn, cancelled, suspended or not renewed; and the Company and each of its Subsidiaries is conducting its

business in compliance in all material respects with all laws, rules and regulations applicable thereto; the Company has not received

a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that would give rise to a notice of non-compliance

with any such laws, rules and regulations, and is not aware of any pending change or contemplated change to any applicable laws, rules

and regulations or governmental positions; in each case that would, individually or in the aggregate, be expected to have a Material Adverse

Effect.

(z) The Company and each of its Subsidiaries maintains or is covered by insurance of the types and in the amounts as the Company reasonably

believes are adequate for its business and customary for companies engaged in similar businesses in similar industries.

(aa) Other than as contemplated by this Agreement, the Company has not incurred and will not incur any liability for any finder’s

or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation

of the transactions contemplated hereby.

(bb) The Company is in compliance in all material respects with, and there has been no failure on the part of the Company or any of

the Company’s directors or officers, in their capacities as such, to comply with, all applicable provisions of the Sarbanes-Oxley

Act and the rules and regulations of the Commission thereunder. Each of the principal executive officer and the principal financial officer

of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company,

as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,

forms, statements and other documents required to be filed or furnished to the Commission. For purposes of the preceding sentence, “principal

executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley

Act.

(cc) Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge, any director, officer, agent,

employee or other person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, (i) used any corporate

funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any unlawful

payment from corporate funds to any foreign or domestic government official or employee or foreign or domestic political party or campaign,

(iii) violated any provision of the Foreign Corrupt Practices Act of 1977 or any comparable applicable law in another jurisdiction, or

(iv) made any bribe, illegal rebate, payoff, influence payment, kickback or other unlawful payment. The Company, its Subsidiaries and

each of their respective affiliates have instituted and maintain, and will continue to maintain, policies and procedures designed to ensure,

and which are reasonably expected to continue to ensure, continued compliance therewith.

(dd) The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflect, in reasonable detail, the transactions

in, and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiaries. The Company and each of its

Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions

are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary

to permit preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles

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

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

action is taken with respect to any differences. Except as set forth in the Registration Statement or the Prospectus, the Company’s

internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control

over financial reporting. Except as set forth in the Registration Statement or the Prospectus, since the date of the latest audited financial

statements included or incorporated by reference in the Registration Statement or the Prospectus, there has been no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting.

(ee) The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e));

such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries

is made known to the Company’s principal executive officer and principal financial officer by others within those entities, particularly

during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being

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

as of a date within 90 days prior to the filing date of the Form 10-K for the most recently ended fiscal year (such date, the “Evaluation

Date”). The Company presented in its Form 10-K for the most recently ended fiscal year the conclusions of the certifying officers

about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure

controls and procedures are effective. Except as set forth in the Registration Statement or the Prospectus, since the Evaluation Date,

there have been no significant changes in the Company’s disclosure controls or, to the Company’s knowledge, in other factors

that could significantly affect the Company’s disclosure controls.

(ff) There are no affiliations or associations between any member of FINRA and any of the Company’s officers, directors or, to

the knowledge of the Company, any 5% or greater securityholders, except as set forth in the Registration Statement and the Prospectus.

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

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

is a “person associated with a member” or “associated person of a member” (within the meaning set forth by FINRA).

(gg) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate

or representative of the Company or any of its Subsidiaries is a government, individual or entity that is, or is owned or controlled by

an individual or entity that is (i) the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the

U.S. Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions

authority (“Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions

(including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria). The Company and its Subsidiaries have

not engaged in, and are not now engaged in, and will not engage in any dealings or transactions with any government, individual or entity,

or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, and have instituted

and maintain policies and procedures designed to promote and achieve compliance with such Sanctions. The Company and its Subsidiaries

will not, directly or indirectly, use the proceeds of the issuance and sale of the Placement Shares, or lend, contribute or otherwise

make available such proceeds to any subsidiary, joint venture partner or other person (A) to fund or facilitate any activities

or business of or with any government, individual or entity or in any country or territory that, at the time of such funding or facilitation,

is the subject of Sanctions, except to the extent permitted for a person required to comply with Sanctions; or (B) in any other manner

that will result in a violation of Sanctions by any government, individual or entity (including any government, individual or entity participating

in the offering, whether as underwriter, advisor, investor or otherwise).

(hh) The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial

recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering laws of

all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines administered

or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

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

(ii) Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, (i) each of the

Company and each of its Subsidiaries (A) is in compliance with all applicable rules, laws and regulation relating to pollution, the protection

of health or the environment, and the use, transportation, treatment, storage and disposal of, or exposure to, hazardous or toxic substances

or wastes, (“Environmental Law”) and (B) has received and is in compliance with all permits, licenses or other approvals required

of them under applicable Environmental Law to conduct their respective businesses as described in the Registration Statement and the Prospectus,

(ii) none of the Company nor any of its Subsidiaries has received any notice from any governmental authority or third party, or otherwise

has knowledge, of any asserted claim under Environmental Laws, and (iii) no facts currently exist that could subject the Company or any

of its Subsidiaries to liability under Environmental Laws, including any liability for remediation of any releases or threatened releases

of hazardous or toxic substances.

(jj) The statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement and

the Prospectus are based on or derived from sources the Company reasonably and in good faith believes are reliable and accurate, and such

data agrees with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from

such sources to the extent required.

(kk) Except in each case as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, the

Company and each of its Subsidiaries is in compliance with all applicable provisions of the Employee Retirement Income Security Act of

1974, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as

defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and each of

its Subsidiaries would have any liability; each of the Company and each of its Subsidiaries has not incurred and does not expect to incur

liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections

412 or 4971 of the Internal Revenue Code of 1986, including the regulations and published interpretations thereunder (the “Code”);

and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified

under Section 401(a) of the Code has obtained a favorable determination letter as to its qualified status (or the qualified status of

the master or prototype form on which it is established) and nothing has occurred, whether by action or by failure to act, which would

reasonably be expected to cause the loss of such qualified status.

(ll) No material labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,

is imminent or threatened.

(mm) Except as provided by applicable law or as described in or contemplated by the Registration Statement and the Prospectus, no Subsidiary

is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such

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

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

(nn) The Company and its Subsidiaries have operated its business in a manner compliant in all material respects with all privacy and

data protection laws and regulations applicable to the Company’s and its Subsidiaries’ collection, handling, and storage of

its customers’ data. The Company and its Subsidiaries have taken commercially reasonable steps to maintain policies and procedures

designed to ensure the integrity and security of the data collected, handled or stored in connection with the delivery of its product

offerings. The Company and its Subsidiaries have commercially reasonable policies and procedures in place designed to ensure privacy and

data protection laws are complied with and takes commercially reasonable steps to comply in all material respects with such policies and

procedures.

(oo) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the

Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good

faith.

(pp) The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous

equity transaction.

(qq) The Company acknowledges and agrees that Sales Agents have informed the Company that each Sales Agent may, to the extent permitted

under the Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided,

that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent the Sales Agents

may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar

capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agents.

(rr) No statement, representation or warranty made by the Company in this Agreement or made in any certificate or document required

by this Agreement to be delivered to the Sales Agents was or will be, when made, inaccurate, untrue or incorrect.

Any certificate signed by

an officer of the Company and delivered to the Sales Agents or to counsel for the Sales Agents pursuant to or in connection with this

Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Sales Agents as to the matters set

forth therein.

7. Agreements of the Company.

The Company covenants

and agrees with each Sales Agent as follows:

(a) The Company will not, either prior to the first Applicable Time or thereafter during such period as the Prospectus is required

by law to be delivered in connection with sales of the Placement Shares by the Sales Agents or a dealer, file any amendment or supplement

thereto, unless a copy thereof shall first have been submitted to the Sales Agents for approval within a reasonable period of time prior

to the filing thereof (provided, however, that the failure of the Company to obtain the Sales Agents’ approval shall

not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations

and warranties made by the Company in this Agreement).

(b) So long as delivery of the Prospectus relating to any Placement Shares may be required to be delivered by the Sales Agents or any

dealer under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations

or any similar rule), the Company will notify the Sales Agents promptly, and will confirm such advice in writing, (i) when any amendment

to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed, in

each case, other than documents incorporated by reference, (ii) of any request by the Commission for amendments or supplements to

the Registration Statement or the Prospectus or for additional information related to the offering of the Placement Shares or to the Registration

Statement, the Prospectus or any Issuer Free Writing Prospectus, (iii) of its receipt of notice or its knowledge of the issuance

or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or

suspending the use of the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus or the initiation of any proceedings

for that purpose or the threat thereof, (iv) of the suspension of the qualification of the Placement Shares for offering and sale in any

jurisdiction, or the initiation or threatening of any proceeding for that purpose, and (v) of receipt by the Company or any representative

or counsel to the Company of any other communication from the Commission relating to the Company, the Registration Statement, the Prospectus

Supplement, the Prospectus or the issuance and sale of the Placement Shares. If at any time the Commission shall issue any order suspending

the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus Supplement, the Prospectus or any

Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order as soon as reasonably

practicable. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B of the Rules and Regulations,

the Company will comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and notify

the Sales Agents promptly of all such filings if not available on EDGAR. The Company will cause each amendment or supplement to the Prospectus

to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Act or, in the case of any document

to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, within the time period

prescribed. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b)

with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company

shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable

instructions for the payment of such fee pursuant to the Rules and Regulations. So long as delivery of the Prospectus relating to any

Placement Shares may be required to be delivered by the Sales Agents or any dealer under the Act (including in circumstances where such

requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations or any similar rule), the Company will comply with all

requirements imposed upon it by the Act, as from time to time in force, and to file on or before their respective due dates all reports

and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a),

13(c), 14, 15(d) or any other provision of or under the Exchange Act.

(c) The Company will furnish to the Sales Agents, without charge, written and electronic copies of each of the Registration Statement

and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, the Prospectus

(including all documents incorporated by reference therein), the Prospectus Supplement, each Issuer Free Writing Prospectus and all amendments

and supplements thereto that are filed with the Commission during any period that a Prospectus relating to the Placement Shares is required

to be delivered under the Act, in each case as soon as reasonably practicable and in such quantities as the Sales Agents may from time

to time reasonably request and, at the Sales Agents’ request, will also furnish copies of the Prospectus to each exchange or market

on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish

any document (other than the Prospectus) to the Sales Agents to the extent such document is available on EDGAR.

(d) The Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Act and the Exchange Act

as from time to time in force, so far as necessary to permit the sales of, or dealings in, the Placement Shares as contemplated by the

provisions hereof and the Prospectus.

(e) So long as delivery of the Prospectus relating to any Placement Shares may be required to be delivered by the Sales Agents or any

dealer under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations

or any similar rule), the Company will prepare and file with the Commission, promptly upon the Sales Agents’ reasonable request,

any amendments or supplements to the Registration Statement or the Prospectus that, in the Sales Agents’ reasonable opinion, may

be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agents (provided, however,

that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect

the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement); provided, however,

that the Company may delay any such amendment or supplement if, in the judgment of the Company, it is in the best interest of the Company

to do so, provided that no Placement Notice is in effect during such time. The Company consents to the use of the Prospectus Supplement,

the Prospectus, each Issuer Free Writing Prospectus and any amendment or supplement thereto by the Sales Agents and by all dealers to

whom the Placement Shares may be sold, both in connection with the offering or sale of the Placement Shares and for any period of time

thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event

shall occur that in the judgment of the Company or counsel to the Sales Agents should be set forth in the Prospectus in order to make

any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement

or amend the Prospectus to comply with law, the Company will notify the Sales Agents to suspend the offering of Placement Shares during

such period and the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and

will deliver to the Sales Agents, without charge, such number of copies of such supplement or amendment to the Prospectus as the Sales

Agents may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event

or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in

the Registration Statement, the Prospectus Supplement or the Prospectus or included or would include an untrue statement of a material

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

prevailing at that subsequent time, not misleading, the Company will promptly notify the Sales Agents and, if requested by the Sales Agents,

will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue

statement or omission.

(f) The Company will use its reasonable best efforts and cooperate with the Sales Agents in connection with the registration or qualification

of the Placement Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as the Sales Agents

may request and to maintain such registration or qualification in effect for so long as required for the distribution of the Placement

Shares (but in no event for less than one year from the date of this Agreement); provided, that in no event shall the Company be

obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to

general service of process in any jurisdiction where it is not now so subject. In each applicable jurisdiction, the Company will file

such statements and reports as may be required by the laws of such jurisdiction to continue such registration or qualification in effect

for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

(g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders as soon as practicable after

the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash

flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, as soon as practicable

after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the Effective Date),

consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, provided

that the Company will be deemed to have furnished such statement to its stockholders to the extent it is available on EDGAR.

(h) The Company will make generally available to holders of its securities as soon as practicable, but in no event later than 15 months

after the end of the Company’s current fiscal quarter, an earning statement covering a period of 12 months that satisfies the

provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations), provided that the Company will be deemed

to have furnished such statement to its security holders to the extent it is available on EDGAR.

(i) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will

pay or reimburse if paid by the Sales Agents all costs and expenses incident to the performance of the obligations of the Company under

this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating

to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, the Prospectus Supplement, the Prospectus,

any Issuer Free Writing Prospectus and any amendment or supplement to any of the foregoing, including any fees required by the Commission

in connection therewith, (ii) the preparation and delivery of certificates, if any, representing the Placement Shares, including

any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery

of the Placement Shares to the Sales Agents, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration

Statement, the Prospectus Supplement, the Prospectus and any Issuer Free Writing Prospectus, and all amendments and supplements thereto,

as may be requested by the Sales Agents for use in connection with the offering and sale of the Placement Shares, (iv) the listing

of the Placement Shares on the Exchange, (v) any filings required to be made in connection with clearance of the offering of the

Placement Shares with FINRA (including the reasonable and documented fees, disbursements and other charges of counsel for the Sales Agents

in connection therewith), (vi) the registration or qualification of the Placement Shares for offer and sale under state or foreign

securities or Blue Sky laws and the preparation, printing and distribution of any Blue Sky memoranda (including the reasonable and documented

fees, disbursements and other charges of counsel to the Sales Agents in connection therewith), (vii) fees, disbursements and other

charges of counsel to the Company and of the Accountant, (viii) the transfer agent for the Placement Shares and (ix) all other

reasonable and documented costs and expenses of the Sales Agents incident to the performance of its obligations hereunder not otherwise

specifically provided for herein, including the fees, disbursements and other charges of counsel to the Sales Agents (in addition to those

set forth in clauses (v) and (vi)); provided, however, that in no event under this clause (ix), when taken together with

costs and expenses incurred under clauses (v) and (vi), shall the Company be required to pay or reimburse any costs and expenses of the

Sales Agents in excess of an aggregate of $100,000 in connection with the establishment of the ATM Program and an aggregate of $15,000

for each periodic update of the ATM Program.

(j)

The Company will not at any time, directly or indirectly, (i) take any action designed or that would reasonably be expected to

cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale

of any of the Placement Shares or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation

for soliciting purchases of the Placement Shares other than the Sales Agents.

(k) The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of its Subsidiaries will

be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,” as

such term is defined in the Investment Company Act.

(l) The Company will use the Net Proceeds in the manner set forth in the Prospectus under the caption “Use of Proceeds.”

(m) The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal

accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles and including those policies

and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit

the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles,

(iii) receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s

directors’ authorization and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that would have a material effect on its financial statements. The Company and the Subsidiaries

will maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley

Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in

the reports that 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, including, without limitation, controls and procedures designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to

the Company or the Subsidiaries is made known to them by others within those entities, particularly during the period in which such periodic

reports are being prepared.

(n) Without the prior written consent of the Sales Agents, the Company will not, directly or indirectly, offer to sell, sell, contract

to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant

to this Agreement) or securities convertible into or exchangeable or exercisable for shares of Common Stock, warrants or any rights to

purchase or acquire, shares of Common Stock during the period beginning on the second Trading Day immediately prior to the date on which

any Placement Notice is delivered to the Sales Agents hereunder and ending on the second Trading Day immediately following the final Settlement

Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended

prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly

or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell,

grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement)

or securities convertible into or exchangeable or exercisable for shares of Common Stock, warrants or any rights to purchase or acquire,

shares of Common Stock prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement

Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions

will not be required in connection with the Company’s issuance, grant or sale of (i) shares of Common Stock, options or other

rights to purchase or otherwise acquire shares of Common Stock or shares of Common Stock issuable upon the exercise of options or settlement

of equity awards, including any Common Stock sold on behalf of an employee to cover tax withholding obligations, pursuant to any employee

or director equity incentive, stock option, compensation or benefits plan or arrangement, stock ownership plan or dividend reinvestment

plan (but not shares of Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether

now in effect or hereafter implemented, (ii) shares of Common Stock issuable upon conversion of securities or the exercise of warrants,

options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to

the Sales Agents and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration

for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not

issued for capital raising purposes.

(o) On or prior to the date of the first Placement Notice, the Company will use its reasonable best efforts to maintain the listing

of the Placement Shares or cause the Placement Shares to be listed on the Exchange, as applicable.

(p) The Company will, at any time during the pendency of a Placement Notice, advise the Sales Agents promptly after it shall have received

notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate,

letter or other document required to be provided to the Sales Agents pursuant to this Agreement.

(q) The Company will cooperate with any reasonable due diligence review conducted by the Sales Agents, their respective representatives

and their counsel in connection with the transactions contemplated hereby, including, without limitation, providing information and making

available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the

Sales Agents may reasonably request.

(r) The Company agrees that on or prior to such dates as the Act shall require, the Company will (i) file a prospectus supplement

with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth, within the relevant period,

the number or amount of Placement Shares sold through the Sales Agents, the Net Proceeds to the Company and the compensation payable by

the Company to the Sales Agents with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus

supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange

or market; provided, that, unless a prospectus supplement containing such information is required to be filed under the Act, the

requirement of this Section 7(r) may be satisfied by Company’s inclusion in the Company’s Form 10-K or Form 10-Q, as applicable,

of the number or amount of Placement Shares sold through the Sales Agents, the Net Proceeds to the Company and the compensation payable

by the Company to the Sales Agents with respect to such Placement Shares during the relevant period.

(s) On or prior to the date on which the Company first delivers a Placement Notice and each time the Company:

(i)

files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely

to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares

by means of a post-effective amendment, sticker or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Placement Shares;

(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information

or a material amendment to the previously filed Form 10-K);

(iii) files a quarterly report on Form 10-Q under the Exchange Act; or

(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant

to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses

(i) through (iv) shall be a “Representation Date”),

the Company shall furnish

the Sales Agents (but in the case of clause (iv) above only if the Sales Agents reasonably determine that the information contained in

such Form 8-K is material at a time when a Placement Notice is pending or in effect and the Sales Agents request a certificate within

three Trading Days of the Company’s filing of such Form 8-K) with a certificate, in the form substantially similar to the form attached

hereto, dated the Representation Date, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or

supplemented. The requirement to provide a certificate under this Section 7(s) shall be waived for any Representation Date occurring at

a time during which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur

of the date on which the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall

be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently

decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Sales Agents

with a certificate under this Section 7(s), then before the Company delivers the instructions for the sale of Placement Shares or the

Sales Agents sell any Placement Shares pursuant to such instructions, the Company shall provide the Sales Agents with a certificate in

conformity with this Section 7(s) dated as of the date that the instructions for the sale of Placement Shares are issued.

(t) On or prior to the date of the first Placement Notice and within five Trading Days of each Representation Date with respect to

which the Company is obligated to deliver a certificate pursuant to Section 7(s) for which no Suspension or waiver is applicable, the

Company shall cause to be furnished to the Sales Agents a written opinion and negative assurance letter of O’Melveny & Myers

LLP (“Company Counsel”), or other counsel satisfactory to the Sales Agents, in form and substance satisfactory to the Sales

Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;

provided, however, Company Counsel shall not be required to furnish to the Sales Agents more than one opinion and one negative

assurance letter under this Agreement per each filing of an annual report on Form 10-K and quarterly report on Form 10-Q; provided,

further, that in lieu of such opinion or negative assurance letter for subsequent Representation Dates, Company Counsel may furnish

the Sales Agents with a letter (a “Reliance Letter”) to the effect that the Sales Agents may rely on a prior opinion or negative

assurance letter delivered under this Section 7(t) to the same extent as if it were dated the date of such letter (except that statements

in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended

or supplemented as of the date of the Reliance Letter).

(u) On or prior to the date of the first Placement Notice and within five Trading Days of each Representation Date with respect to

which the Company is obligated to deliver a certificate pursuant to Section 7(s) for which no Suspension or waiver is applicable, the

Company shall cause the Accountant to furnish the Sales Agents letters (the “Comfort Letters”), dated the date the Comfort

Letter is delivered, which shall meet the requirements set forth in this Section 7(u); provided, that if requested by the Sales

Agents, the Company shall cause a Comfort Letter to be furnished to the Sales Agents within 10 Trading Days of the date of occurrence

of any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter shall

be in a form and substance satisfactory to the Sales Agents, (i) confirming that they are an independent registered public accounting

firm within the meaning of the Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect

to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters

in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the

Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date

and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such

letter. The Company shall not be required to furnish more than one comfort letter hereunder per each filing of an annual report on any

subsequent Form 10-K and quarterly report on Form 10-Q.

(v) If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal

Date”), any of the Placement Shares remain unsold and this Agreement has not been terminated, the Company will, in its sole discretion,

prior to the Renewal Date, file a new shelf registration statement or, if applicable, an automatic shelf registration statement relating

to the Common Stock that may be offered and sold pursuant to this Agreement (which shall include a prospectus reflecting the number or

amount of Placement Shares that may be offered and sold pursuant to this Agreement), in a form satisfactory to the Sales Agents and their

counsel, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such

registration statement to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions

necessary or appropriate to permit the public offer and sale of the Placement Shares to continue as contemplated in the expired registration

statement and this Agreement. From and after the effective date thereof, references herein to the “Registration Statement”

shall include such new shelf registration statement or such new automatic shelf registration statement, as the case may be.

(w) If, from and after the date of this Agreement, the Company is no longer eligible to use Form S-3 (including pursuant to General

Instruction I.B.6.) at the time it files with the Commission an annual report on Form 10-K or any post-effective amendment to the Registration

Statement, then it shall promptly notify the Sales Agents and, within two Business Days after the date of filing of such annual report

on Form 10-K or amendment to the Registration Statement, the Company shall, in its sole discretion, file a new prospectus supplement with

the Commission reflecting the number of shares of Common Stock available to be offered and sold by the Company under this Agreement pursuant

to General Instruction I.B.6. of Form S-3; provided, however, that the Company may delay the filing of any such prospectus

supplement for up to 30 days if, in the reasonable judgment of the Company, it is in the best interest of the Company to do so, provided

that no Placement Notice is in effect or pending during such time. Until such time as the Company shall have effected such compliance,

the Company shall not notify the Sales Agents to resume the offering of Placement Shares.

(x) The Company represents and agrees that, without the prior written consent of the Sales Agents, and the Sales Agents represent and

agree that, without the prior written consent of the Company, it (including its agents and representatives, other than the Sales Agents

in their capacities as such) has not made and will not make, use, prepare, authorize, approve or refer to any written communication that

constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder or otherwise make any offer relating to the

Placement Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus”

(as defined in Rule 405), required to be filed with the Commission. Any such free writing prospectus the use of which has been consented

to by the Company and the Sales Agents, as the case may be, is herein called a “Permitted Free Writing Prospectus.” The Company

represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free

Writing Prospectus and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules

and Regulations applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission, where required, recordkeeping

and legending. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Schedule 4

hereto are Permitted Free Writing Prospectuses.

8. Conditions of the Obligations of the Sales Agents.

The obligations of the Sales

Agents hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties

made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agents

of a due diligence review satisfactory to the Sales Agents, and to the continuing satisfaction (or waiver by the Sales Agents in their

sole discretion) of the following additional conditions:

(a) The Registration Statement shall be effective and shall be available for the (i) resale of all Placement Shares issued to

the Sales Agents and not yet sold by the Sales Agents and (ii) sale of all Placement Shares contemplated to be issued by any Placement

Notice. All filings required by Rule 424 shall have been made, including timely filing of the Prospectus Supplement pursuant to Rule 424(b).

(b) (i) No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus

Supplement, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceedings for that purpose shall be pending

or threatened by the Commission; (ii) no order suspending the qualification or registration of the Placement Shares under the securities

or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated

by any applicable governmental authorities; (iii) the Company shall not have received any request for additional information from the

Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the

response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (iv) there

shall not have occurred or be continuing any event that makes any material statement made in the Registration Statement or the Prospectus

or any material Incorporated Document untrue in any material respect or that requires the making of any changes in the Registration Statement,

the Prospectus or Incorporated Documents so that, in the case of the Registration Statement, it will not contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading

and, in the case of the Prospectus, so that it will not contain any untrue statement of a material fact or omit to state any material

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

made, not misleading.

(c) The Sales Agents shall not have advised the Company that the Registration Statement or the Prospectus, or any amendment or supplement

thereto, contains an untrue statement of fact that in the Sales Agents’ opinion is material, or omits to state a fact that in the

Sales Agents’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(d) Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, (i) there

shall not have been (A) a Material Adverse Change or any material adverse change, on a consolidated basis, in the authorized capital stock

of the Company, (B) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects would result

in a Material Adverse Effect or (C) any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other

than asset-backed securities), if any, by any rating organization or a public announcement by any rating organization that it has under

surveillance or review its rating of any of the Company’s securities (other than asset-backed securities), if any, and (ii)

neither the Company nor any of its Subsidiaries shall have sustained any material loss or interference with its business or properties

from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative

or other governmental action, order or decree, if in the judgment of the Sales Agents (without relieving the Company of any obligation

or liability it may otherwise have), any such development makes it impracticable or inadvisable to proceed with the offering of the Placement

Shares on the terms and in the manner contemplated in the Prospectus.

(e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have

been no litigation or other proceeding instituted against the Company, any of its Subsidiaries or any of its or their officers or directors

in their capacities as such, before or by any federal, state or local court, commission, regulatory body, administrative agency or other

governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would, in the judgment

of the Sales Agents, have a Material Adverse Effect or if, in the judgment of the Sales Agents, any such development makes it impracticable

or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

(f) Each of the representations and warranties of the Company contained herein shall be true and correct in all respects (in the case

of any representation and warranty containing a materiality or Material Adverse Effect qualification) or in all material respects (in

the case of any other representation and warranty), and all covenants and agreements contained herein to be performed on the part of the

Company and all conditions contained herein to be fulfilled or complied with by the Company shall have been duly performed, fulfilled

or complied with.

(g) The Sales Agents shall have received the opinion and negative assurance letter from Company Counsel required to be delivered pursuant

to Section 7(t) on or before the date on which delivery of such opinion and negative assurance letter is required pursuant to Section

7(t).

(h) The Sales Agents shall have received an opinion and negative assurance letter from DLA Piper LLP (US), counsel to the Sales Agents,

on or before the date on which delivery of the opinion of Company Counsel is required pursuant to Section 7(t), which opinion and negative

assurance letter shall be reasonably satisfactory in all respects to the Sales Agents, and the Company shall have furnished to such counsel

such documents as they may request to enable counsel to the Sales Agents to pass upon such matters.

(i) The Sales Agents shall have received the Comfort Letter required to be delivered pursuant to Section 7(u) on or before the date

on which such delivery of such Comfort Letter is required pursuant to Section 7(u).

(j) The Sales Agents shall have received the certificate required to be delivered pursuant to Section 7(s) on or before the date on

which delivery of such certificate is required pursuant to Section 7(s).

(k) On or prior to the date of the first Placement Notice and at subsequent Representation Dates as may be requested by the Sales Agents,

the Company shall deliver to the Sales Agents a certificate of the Secretary of the Company and attested to by an executive officer of

the Company, dated as of such date and in form and substance satisfactory to the Sales Agents and their counsel, certifying as to (i)

the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the board of directors of the

Company or a duly authorized committee thereof authorizing the execution, delivery and performance of this Agreement and the issuance

of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated

by this Agreement.

(l) The Placement Shares shall be qualified for sale in such jurisdictions as the Sales Agents may reasonably request and each such

qualification shall be in effect and not subject to any stop order or other proceeding.

(m) Either (i) the Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance, or (ii)

the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of the first

Placement Notice and the Exchange shall have reviewed such application and/or not provided any objections thereto. Trading in the Common

Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.

(n) All filings with the Commission required by Rule 424(b) or Rule 433 under the Act to have been filed prior to the issuance of any

Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424(b) (without reliance

on Rule 424(b)(8)) or Rule 433, as applicable.

(o) If applicable, FINRA shall have raised no objection to the terms of the offering contemplated hereby and the amount of compensation

allowable or payable to the Sales Agents as described in the Prospectus.

(p) On each date on which the Company is required to deliver a certificate pursuant to Section 7(s), the Company shall have furnished

to the Sales Agents such further information, opinions, certificates, letters and other documents, in addition to those specifically mentioned

herein, as the Sales Agents may have reasonably requested. All such information, opinions, certificates, letters and other documents shall

have been in compliance with the provisions hereof.

(q) There shall not have occurred any event that would permit the Sales Agents to terminate this Agreement pursuant to Section 11(a).

9. Indemnification and Contribution.

(a) The Company will indemnify and hold harmless each Sales Agent, its partners, members, directors, officers, employees, agents and

affiliates and each person, if any, who controls such Sales Agent within the meaning of Section 15 of the Act or Section 20

of the Exchange Act, from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative,

legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding

or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory

law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based

on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus Supplement,

the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus or any “issuer information” filed

or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, or the omission or alleged omission to state in such document

a material fact required to be stated in it or necessary to make the statements in it not misleading in the light of the circumstances

in which they were made; provided, however, that the Company will not be liable to the extent that such loss, claim, liability,

expense or damage arises from the sale of the Placement Shares to any person by the Sales Agents and is based on the Sales Agents’

Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

(b) Each Sales Agent, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, each officer

of the Company who signs the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15

of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Sales Agents,

as set forth in Section 9(a), but only insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue

statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Sales Agents’ Information.

This indemnity will be in addition to any liability that the Sales Agents might otherwise have.

(c) Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice

of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under

this Section 9, notify each such indemnifying party in writing of the commencement of such action, enclosing with such notice a copy

of all papers served, but the omission so to notify such indemnifying party will not relieve it from any liability that it may have to

any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the

loss of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense, the

indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for

the reasonable and documented costs of investigation incurred by the indemnified party in connection with the defense. The indemnified

party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will

be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in

writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may

be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying

party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified

party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on

behalf of the indemnified party), or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the

indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action,

in each of which cases the reasonable and documented fees, disbursements and other charges of counsel will be at the expense of the indemnifying

party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings

in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and other charges of more than one separate

firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such

reasonable and documented fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred.

No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened

action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such

indemnified party unless such settlement (A) includes an unconditional release of such indemnified party, in form and substance reasonably

satisfactory to the indemnified party, from all liability on any claims that are the subject matter of such action and (B) does not include

a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. An indemnifying

party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably

withheld or delayed).

(d) If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented

fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by

this Section 9 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by

such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement

at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified

party in accordance with such request prior to the date of such settlement.

(e) If the indemnification provided for in this Section 9 is applicable in accordance with its terms but for any reason is held

to be unavailable to or insufficient to hold harmless an indemnified party under this Section 9 in respect of any losses, claims, liabilities,

expenses and damages referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall

contribute to the amount paid or payable (including any investigative, legal and other expenses reasonably incurred in connection with,

and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received

by the Company from persons other than the Sales Agents, such as persons who control the Company within the meaning of the Act, officers

of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) by such indemnified

party as a result of such losses, claims, liabilities, expenses and damages in such proportion as shall be appropriate to reflect the

relative benefits received by the Company, on the one hand, and the Sales Agents, on the other hand. The relative benefits received by

the Company, on the one hand, and the Sales Agents, on the other hand, shall be deemed to be in the same proportion as the total Net Proceeds

from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the

Sales Agents from the sale of the Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing

sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect

not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and

the Sales Agents, on the other hand, with respect to the statements or omissions that resulted in such loss, claim, liability, expense

or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative

fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission

to state a material fact relates to information supplied by the Company or such Sales Agent, the intent of the parties and their relative

knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Sales Agents agree

that it would not be just and equitable if contributions pursuant to this Section 9(e) were to be determined by pro rata allocation or

by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or

payable by an indemnified party as a result of the loss claim, liability, expense or damage, or action in respect thereof, referred to

above in this Section 9(e) shall be deemed to include, for purposes of this Section 9(e), any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this

Section 9(e), a Sales Agent shall not be required to contribute any amount in excess of the commissions received by it and no person found

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(e), any person who controls a party to this Agreement

within the meaning of the Act will have the same rights to contribution as that party, and each director and officer of the Company who

signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof.

Any party entitled to contribution, promptly after receipt of notice of commencement of any action against any such party in respect of

which a claim for contribution may be made under this Section 9(e), will notify any such party or parties from whom contribution may be

sought, but the omission so to notify will not relieve the party or parties from whom contribution may be sought from any other obligation

it or they may have under this Section 9(e). No party will be liable for contribution with respect to any action or claim settled without

its written consent if such consent is required pursuant to Section 9 hereof. The Sales Agents’ respective obligations to contribute

pursuant to this Section 9(e) are several in proportion to the fees received by each Sales Agent hereunder, and not joint.

(f) The indemnity and contribution agreements contained in this Section 9 and the representations and warranties of the Company

contained in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on

behalf of the Sales Agents, (ii) acceptance of any of the Placement Shares and payment therefor or (iii) any termination of

this Agreement.

10. [Reserved].

11. Termination.

(a) The obligations of a Sales Agent under this Agreement may be terminated and a Sales Agent may terminate this Agreement with respect

to itself at any time, by notice to the Company from such Sales Agent, without liability on the part of such Sales Agent to the Company

if, in the sole judgment of such Sales Agent, (i) there has been, since the time of execution of this Agreement or since the date as of

which information is given in the Prospectus, any Material Adverse Effect, any Material Adverse Change or any development that would reasonably

be expected to result in a Material Adverse Effect or a Material Adverse Change, whether or not arising in the ordinary course of business,

which individually or in the aggregate, in the sole judgment of such Sales Agent is material and adverse and makes it impractical or inadvisable

to sell the Placement Shares or to enforce contracts for the sale of the Placement Shares, (ii) trading in any of the equity securities

of the Company shall have been suspended or limited by the Commission or by the Exchange or trading of any securities of the Company on

any exchange or in the over-the-counter market shall have occurred and be continuing, (iii) trading in securities generally on the

Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on the Exchange, or material

governmental restrictions shall have been imposed upon trading in securities generally by the Exchange, by order of the Commission or

any court or other governmental authority or by the Exchange, (iv) a banking moratorium shall have been declared by either federal

or New York State authorities or any material disruption of the securities settlement or clearance services in the United States shall

have occurred, or (v) any material adverse change in the financial or securities markets in the United States or elsewhere or in

political, financial or economic conditions in the United States or elsewhere, any outbreak or material escalation of hostilities, a declaration

of a national emergency or war, or other calamity or crisis, either within or outside the United States, shall have occurred, the effect

of which is such as to make it, in the sole judgment of such Sales Agent, impracticable or inadvisable to sell the Placement Shares or

to enforce contracts for the sale of the Placement Shares. If this Agreement is terminated pursuant to this Section 11(a), neither

party shall have any liability to the other party, except that Sections 7(i), 9 and 13 hereof shall remain in full force and effect notwithstanding

such termination. If a Sales Agent elects to terminate this Agreement as provided in this Section 11(a), such Sales Agent shall provide

the required notice as specified in Section 13.

(b) The Company shall have the right, by giving 5 days’ prior notice as hereinafter specified to terminate this Agreement with

respect to any Sales Agent in its sole discretion at any time after the date of this Agreement. Any such termination shall be without

liability of any party to any other party except that the provisions of Sections 7(i), 9 and 13 hereof shall remain in full force and

effect notwithstanding such termination.

(c) Each Sales Agent shall have the right, by giving 10 days’ prior notice as hereinafter specified to terminate this Agreement

with respect to itself in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability

of any party to any other party except that the provisions of Sections 7(i), 9 and 13 hereof shall remain in full force and effect notwithstanding

such termination.

(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), or (c) above or otherwise

by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases

be deemed to provide that Sections 7(i), 9 and 13 hereof shall remain in full force and effect. To the extent this Agreement is terminated

by one Sales Agent or by the Company with respect to one Sales Agent pursuant to Sections 11(a), (b) or (c) above, this Agreement shall

terminate only with respect to such Sales Agent and shall remain in full force and effect with respect to the Company and the other Sales

Agent, unless and until terminated pursuant to Sections 11(a), (b) or (c) above.

(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,

that such termination shall not be effective until the close of business on the date of receipt of such notice by a Sales Agent or the

Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement

Shares shall settle in accordance with the provisions of this Agreement.

12. No Fiduciary Relationship.

Notwithstanding any preexisting

relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by

the Sales Agents, the Company acknowledges and agrees that (a) the offering and sale of the Placement Shares pursuant to this Agreement

is an arm’s-length commercial transaction between the Company and the Sales Agents, (b) the Sales Agents are acting solely

as agents in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this

Agreement and the process leading to such transactions, and the Sales Agents have not assumed an advisory or fiduciary responsibility

in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Sales

Agents have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations

expressly set forth in this Agreement, (c) the Sales Agents and their respective affiliates may be engaged in a broad range of transactions

that involve interests that differ from those of the Company and the Sales Agents have no obligation to disclose or account to the Company

for any of such differing interests, and (d) the Company has consulted its own legal, tax, accounting and financial advisors to the

extent it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions

of the transactions contemplated by this Agreement and has not relied upon the Sales Agents or legal counsel for the Sales Agents for

any legal, tax, accounting and financial advice in connection with the offering and sale of the Placement Shares. The Company hereby

waives any claim, and agrees that it will not claim, that the Sales Agents or their respective affiliates have rendered advisory services

of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with the sale of Placement Shares under this

Agreement or the process leading thereto. The Company agrees that the Sales Agents and their respective affiliates shall not have any

liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person

asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company.

13. Miscellaneous.

(a) Notice

given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed or

delivered (a) if to the Company, at the office of the Company, Lantronix, Inc., 48 Discovery, Suite 250, Irvine, California

92618, Attention: Brent Stringham and Dennis Gallagher, telephone: 949-453-3990, email: [***] and [***], with a copy (which shall

not constitute notice) to O’Melveny & Myers LLP, 610 Newport Center Drive, 17th Floor, Newport Beach, California 92660,

Attention: Andy Terner, telephone: [***], email: [***], or (b) if to the Sales Agent at the offices of Needham &

Company, LLC, 250 Park Avenue, New York, New York 10177, Attention: Corporate Finance Department, Attention: Matthew

Castrovince, email: [***], and to the offices of Canaccord Genuity LLC, 1 Post Office Square, 30th Floor, Boston, Massachusetts

02109, Attention: Equity Capital Markets, email: [***], with a copy (which shall not constitute notice) to DLA Piper LLP (US), 1251

Avenue of the Americas, New York, New York 10020, Attention: Thomas Levato, email: [***]. Each party to this Agreement may change

such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such

notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with

an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on

the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight

courier, (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return

receipt requested, postage prepaid) and (iv) by Electronic Notice as set forth in the following paragraph. For purposes of this

Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in New York City are open for

business.

An electronic communication

(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13(a) if sent to the electronic mail address

specified by the receiving party in this Section 13(a). Electronic Notice shall be deemed received at the time the party sending Electronic

Notice receives actual acknowledgment of receipt from the person to whom notice is sent, other than automatic reply. Any party receiving

Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”),

which shall be sent to the requesting party within 10 days of receipt of the written request for Nonelectronic Notice.

(b) This Agreement has been and is made solely for the benefit of the Sales Agents, the Company, and the persons referred to in Section 9,

and their respective successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this

Agreement. The term “successors and assigns” as used in this Agreement shall not include a purchaser, as such purchaser, of

Placement Shares. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other

party; provided, however, that a Sales Agent may assign its rights and obligations hereunder to an affiliate thereof without

obtaining the Company’s consent; provided, further, that no such assignment by a Sales Agent shall relieve such Sales Agent

of any of its obligations hereunder.

(c) The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account

any stock split, stock dividend or similar event effected with respect to the Common Stock.

(d) This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes

the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the

parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to

a written instrument executed by the Company and the Sales Agents.

(e) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts

made and to be performed entirely within such State and without regard to principles of conflicts of laws. Unless stated otherwise, specified

times of day refer to New York City time.

(f) No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising

any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude

any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

(g) This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon

the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission (including

any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures

and Records Act or other applicable law) and any counterpart so delivered shall be deemed to have been duly and validly delivered and

be valid and effective for all purposes.

(h) In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,

illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to

the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed

as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to

such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected

in this Agreement.

(i) EACH OF THE COMPANY AND THE SALES AGENTS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED

UPON, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York City, Borough

of Manhattan, for the adjudication of any dispute hereunder or in connection with any of the transactions contemplated hereby, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction

of any such court, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or

proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such

suit, action or proceeding by mailing a copy (certified or registered mail, return receipt requested) to such party at the address in

effect for notices under Section 13(a) of this Agreement and agrees that such service shall constitute good and sufficient notice of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by

law.

(k) For purposes of this Agreement:

(i) The section, exhibit and schedule headings herein are for convenience only and shall not affect the construction hereof.

(ii) Words defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(iii) The words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import,

when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(iv) Wherever the word “include,” “includes” or “including” is used in this Agreement, it shall

be deemed to be followed by the words “without limitation.”

(v) References herein to any gender shall include each other gender.

(vi) References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any governmental authority shall

be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any governmental authority as amended,

reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated

thereunder.

(vii) All references in this Agreement to financial statements and schedules and other information that is “contained,” “included”

or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean

and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement

or the Prospectus, as the case may be.

(viii) All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing

shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing

Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)

shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by the Sales Agents outside of the United States.

14. Recognition of the

U.S. Special Resolution Regimes.

(a) In the event that any

Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales

Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer

would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by

the laws of the United States or a state of the United States.

(b) In the event that any

Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a U.S. Special Resolution

Regime, Default Rights under this Agreement that may be exercised against such Sales Agent are permitted to be exercised to no greater

extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws

of the United States or a state of the United States.

As used in this Section 14:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special

Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature pages follow]

Please confirm that the foregoing

correctly sets forth the agreement among the Company and each Sales Agent.

Very truly yours,

LANTRONIX, INC.

By:

/s/ Brent Stringham

Name:

Brent Stringham

Title:

Chief Financial Officer

Confirmed as of the date first

above mentioned:

Needham

& Company, LLC

By:

/s/ Matthew Castrovince___________

Name:

Matthew Castrovince

Title:

Managing Director

Canaccord

Genuity LLC

By:

/s/ Jason Partenza_________________

Name:

Jason Partenza

Title:

Managing Director

[Signature Page to Sales Agreement]

List of Omitted Schedules and Exhibits

The following schedules and exhibit to this Sales

Agreement, by and among Lantronix, Inc., Needham & Company, LLC and Canaccord Genuity LLC, dated May 8, 2026, have not been provided

herein:

Schedule 1 – Form of Placement Notice

Schedule 2 – Compensation

Schedule 3 – Notice Parties

Schedule 4 – Permitted Free Writing Prospectus

Exhibit – Form of Representation Date Certificate

The registrant hereby undertakes to furnish supplementally

a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

EX-5.1 — OPINION OF O'MELVENY & MYERS LLP

EX-5.1

Filename: lantronix_ex0501.htm · Sequence: 3

Exhibit 5.1

O’Melveny & Myers LLP

Two Embarcadero Center

28th Floor

San Francisco, CA 94111-3823

T+1 415 984 8700

F+1 415 984 8701

omm.com

File Number: 0483955-00038

May 8, 2026

Lantronix, Inc.

48 Discovery, Suite 250

Irvine, California 92618

Re: Securities Registered under Registration

Statement on Form S-3

We have acted as special counsel

to Lantronix, Inc., a Delaware corporation (the “Company”), in connection with the filing of the registration statement

on Form S-3 (File No. 333-284749) (the “Registration Statement”) filed with the Securities and Exchange Commission

(the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating

to the registration of the offering by the Company of up to $100,000,000 in aggregate offering price of shares of the Company’s

common stock, par value $0.0001 per share (“Common Stock”). The Registration Statement was declared effective by the

Commission on February 19, 2025. Reference is made to our opinion letter, dated February 7, 2025, and included as Exhibit 5.1 to the Registration

Statement. We are delivering this supplemental opinion letter in connection with the sales agreement prospectus supplement (the “Prospectus

Supplement”) filed on May 8, 2026 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus

Supplement relates to the offering by the Company of up to $30,000,000 in shares (the “Shares”) of Common Stock covered

by the Registration Statement. The Shares are being offered and sold by the sales agents named in, and pursuant to, that certain Sales

Agreement, dated May 8, 2026 (the “Sales Agreement”), among the Company and such sales agents.

In our capacity as such

counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including,

among other things, the following:

(a) the Registration Statement;

(b) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company,

each as amended through the date hereof (together, the “Organizational Documents”); and

relating to the preparation and filing of the Registration Statement, the offering of the Shares pursuant to the Sales Agreement and the

Prospectus Supplement and related matters.

We have assumed the genuineness

of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted

to us as copies. To the extent the obligations of the Company depend on the enforceability of any agreement against any other parties

thereto, we have assumed that such agreement is enforceable against such other parties.

Austin • Century

City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley

• Washington, DC

Beijing • Brussels

• Hong Kong • London • Seoul • Shanghai • Singapore

We have also assumed that,

at or prior to the time of delivery of any Shares, (i) the effectiveness of the Registration Statement under the Securities Act has not

been terminated or rescinded; (ii) the Prospectus Supplement describing the Shares offered pursuant to the Registration Statement, to

the extent required by applicable law and relevant rules and regulations of the Commission, has been timely filed with the Commission;

(iii) there has not occurred any change in law or further action by the Board (or an authorized committee thereof) affecting the validity

of such Shares; and (iv) all Shares will be issued and sold in the manner contemplated by the Registration Statement, as amended by the

Prospectus Supplement and any applicable prospectus supplement. We have also assumed that none of the issuance and delivery of such Shares

will violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding

upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.

Based on this examination,

our reliance upon the assumptions in this letter and our consideration of those questions of law we considered relevant, and subject to

the limitations and qualifications in this letter, we are of the opinion that the issuance and sale of the Shares have been duly authorized

by all necessary corporate action on the part of the Company, and upon payment for and delivery of the Shares in accordance with the Sales

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

The law covered by this

letter is limited to the present General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction

and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision

or local authority of any jurisdiction.

This letter is being furnished

in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and no opinion is expressed

herein as to any matter pertaining to the contents of the Registration Statement, the prospectus included in the Registration Statement

or the Prospectus Supplement, other than as expressly stated herein with respect to the Shares. This letter is expressly limited to the

matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. This letter speaks only

as of the date hereof and we assume no obligation to update or supplement this letter to reflect any facts or circumstances that arise

after the date hereof and come to our attention or any future changes in laws.

We hereby consent to the

filing of this letter as an exhibit to the Company’s Current Report on Form 8-K, dated May 8, 2026, and to the reference to this

firm in the Prospectus Supplement under the heading “Legal Matters”. In giving such consent, we do not hereby admit

that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations

of the Commission thereunder.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

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