Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-032693

Filed: 2026-07-09

Period: 2026-07-02

CIK: 0001414767

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001414767

2026-07-02

0001414767

NCPL:CommonStock0.001ParValuePerShareMember

2026-07-02

0001414767

NCPL:WarrantsExercisableForOneShareOfCommonStockMember

2026-07-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 2, 2026

NETCAPITAL

INC.

(Exact

name of registrant as specified in its charter)

Utah

001-41443

87-0409951

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Lincoln Street, Boston, Massachusetts 02111

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (781) 925-1700

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(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

NCPL

The

Nasdaq Stock Market LLC

Warrants

exercisable for one share of Common Stock

NCPLW

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 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

July 2, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by an Equity Purchase Agreement, dated

as of June 29, 2026 (the “Purchase Agreement”), by and between the Company and Hudson Global Ventures, LLC, a Nevada limited

liability company (the “Investor”). The closing occurred concurrently with the financing transaction previously disclosed

by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2026, and the two transactions

were negotiated together.

Pursuant

to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company has the right, but not the obligation,

to sell to the Investor, from time to time during the commitment period, shares of the Company’s common stock, par value $0.001

per share (the “Common Stock”), having an aggregate purchase price of up to $15,000,000. The Company may require the Investor

to purchase shares of Common Stock by delivering put notices from time to time, subject to the satisfaction of the conditions set forth

in the Purchase Agreement.

Under

the Purchase Agreement, each put notice must be for a minimum amount of $25,000, calculated using the initial purchase price, and may

not exceed the lesser of $2,000,000, calculated using the initial purchase price, or 200% of the average daily trading value, as more

fully described in the Purchase Agreement. The purchase price for shares sold pursuant to a put notice will be the lesser of (i) 92%

of the average of the three lowest traded prices of the Common Stock on the principal market during the ten trading days immediately

preceding the applicable put date and (ii) 92% of the lowest traded price of the Common Stock on the principal market during the valuation

period, subject to the terms and conditions of the Purchase Agreement.

The

Company is not permitted to issue or sell shares under the Purchase Agreement in excess of 1,568,795 shares of Common Stock, subject

to adjustment as provided in the Purchase Agreement (the “Exchange Cap”), unless shareholder approval is obtained in accordance

with Nasdaq Rule 5635(d). The Investor’s obligation to purchase shares is also subject to additional conditions, including, among

others, the effectiveness of a registration statement covering the resale of the shares, continued listing and trading of the Common

Stock, DWAC eligibility, no DTC chill, compliance with SEC reporting requirements, the Common Stock not being deemed a “penny stock,”

and applicable beneficial ownership limitations.

connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated as of June 29, 2026, with

the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to

file, within 90 calendar days from the date of the Registration Rights Agreement, an initial registration statement covering the resale

by the Investor of the maximum number of registrable securities permitted to be included thereon under applicable SEC rules, regulations

and interpretations, beginning with the shares issuable upon exercise of the Warrant described below.

connection with the Purchase Agreement, the Company issued to the Investor a Common Stock Purchase Warrant, dated June 29, 2026 (the

“Warrant”), to purchase up to 1,000,000 shares of Common Stock, subject to adjustment as provided in the Warrant. The Warrant

has an exercise price of $0.50 per share, is exercisable beginning on June 29, 2026, and terminates at 5:00 p.m. New York City time on

June 29, 2029. The Warrant may be exercised on a cashless basis if, at the time of exercise, there is no effective registration statement

registering, or no available prospectus for, the resale of the shares issuable upon exercise of the Warrant. The Warrant also provides

that it will no longer be exercisable into Common Stock upon the first occurrence, on or after the issue date, of the Common Stock being

deemed a “penny stock” as defined in SEC Rule 240.3a51-1. The Warrant is subject to a 4.99% beneficial ownership limitation,

which may be increased or decreased upon notice to the Company, provided that the limitation may not exceed 9.99%, and any increase will

not become effective until the 61st day after notice is delivered to the Company. Issuances under the Warrant are also subject to the

Exchange Cap unless shareholder approval is obtained.

The

foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, and the Warrant do not purport to be complete and

are qualified in their entirety by reference to the full text of the Purchase Agreement, the Registration Rights Agreement, and the Warrant,

copies of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein

by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

disclosure set forth in Item 1.01 above is incorporated herein by reference.

The

Warrant and the shares of Common Stock issuable upon exercise of the Warrant were offered and sold in a transaction exempt from registration

under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or

Rule 506(b) of Regulation D promulgated thereunder. The Investor represented that it is an accredited investor and that the transaction

did not involve general solicitation or general advertising. The Warrant and the shares issuable upon exercise of the Warrant have not

been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption

from registration requirements.

the extent shares of Common Stock are issued and sold to the Investor pursuant to future put notices under the Purchase Agreement, such

shares are expected to be issued pursuant to an effective registration statement or another available exemption from registration, as

applicable.

Neither

this Current Report on Form 8-K nor the exhibits filed herewith constitutes an offer to sell or the solicitation of an offer to buy any

securities of the Company.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Common Stock Purchase Warrant, dated June 29, 2026, issued by Netcapital Inc. to Hudson Global Ventures, LLC.

10.1

Equity Purchase Agreement, dated June 29, 2026, by and between Netcapital Inc. and Hudson Global Ventures, LLC.

10.2

Registration Rights Agreement, dated June 29, 2026, by and between Netcapital Inc. and Hudson Global Ventures, LLC.

104

Cover

Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

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.

NETCAPITAL

INC.

(Registrant)

Dated:

July 9, 2026

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

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

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

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

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

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

NETCAPITAL

INC.

Warrant Shares: 1,000,000

Issue Date: June 29, 2026

Initial Exercise Date: June 29, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hudson Global Ventures, LLC, a Nevada

limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations

on exercise and the conditions hereinafter set forth, at any time on or after June 29, 2026 (the “Initial Exercise Date”)

and on or prior to 5:00 p.m. (New York City time) on June 29, 2029 (the “Termination Date”), but not thereafter, to

subscribe for and purchase from Netcapital Inc., a Utah corporation (the “Company”), up to 1,000,000 shares (as subject

to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything to the contrary in this Warrant,

upon the first occurrence of the Common Stock being deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 on or

after the Issue Date (the “Trigger Date”), this Warrant shall no longer be exercisable into Common Stock as of the Trigger

Date.

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Agreement”

means that certain equity purchase agreement between the initial Holder hereof and the Company, dated as of June 29, 2026, pursuant to

which this Warrant was issued to the Holder.

“Bid

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

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

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Exchange

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

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule

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

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities

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

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

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

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

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

“Transfer

Agent” means Equity Stock Transfer LLC, the current transfer agent of the Company, with a mailing address of 237 W 37th Street,

Suite 602, New York, NY 10018, and any successor transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first

of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then

listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),

(b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

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

for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share

of Common Stock as determined by an independent appraiser selected in good faith by the holders

of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall

be paid by the Company.

“Warrants”

means this Warrant, which was issued by the Company to the Holder pursuant to the Agreement.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following

the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares

hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the

face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.50, subject to adjustment hereunder

(the “Exercise Price”).

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

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

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

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

(A)

as applicable: (i) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered

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

on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated

under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as

reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice

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

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

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

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

trading hours” on such Trading Day;

(B)

the Exercise Price of this

Warrant, as adjusted hereunder; and

(X)

the number of Warrant Shares

that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of

a cash exercise rather than a cashless exercise.

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

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered

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

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

of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising

the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder

of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant

Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant

Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise

by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each

$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)

for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding

and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a

number of Trading Days (including no Trading Days if the settlement date is the trade date), on the Company’s primary Trading Market

with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

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

iv.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

vi.

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

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

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

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

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

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

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

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

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

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

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

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

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

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

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

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

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

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership

Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of

this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant. In addition to the Beneficial Ownership Limitation provided for

in this Warrant, the sum of the number of shares of Common Stock that may be issued under this Warrant shall be limited to the Exchange

Cap (as defined in the Agreement) (the “Exchange Cap”) unless the Shareholder Approval (as defined in the Agreement) (“Shareholder

Approval”) is obtained by the Company.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

exceeding the Beneficial Ownership Limitation).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the

date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder

an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s

control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company

or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised

portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental

Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following

such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant

based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of

consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility

or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day

annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the

Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation

of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section

3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer

of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election

and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction

in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the

Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by

a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares

of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon

exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and

with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under

this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this

Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,

jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right

and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company

prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and

severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions

of this Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant

Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

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

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

Notice to Holder.

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

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

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

ii.

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

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

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

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

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

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

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

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

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

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

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

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

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

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

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

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

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

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

transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion

shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under

the Securities Act.

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

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

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

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

Section

5. Miscellaneous.

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

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

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

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

required to net cash settle an exercise of this Warrant.

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

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

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

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

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

or stock certificate.

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

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

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is exercisable commencing on the Initial Exercise Date, it will reserve from its

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

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

to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under

this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as

provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common

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

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

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

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

Except

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

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

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

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

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

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

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

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

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

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

Before

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

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

any public regulatory body or bodies having jurisdiction thereof.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Nevada.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada for

the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

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 improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party

in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs

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

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

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

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

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

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight

courier service, addressed to the Company, at 1 Lincoln Street, Boston, MA 02111 Attention: Todd Violette, Chief Executive Officer,

email address: todd.violette@netcapital.com, or such other email address or address as the Company may specify for such purposes by notice

to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing

and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail

address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall

be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail

at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after

the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on

a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public

information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K.

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

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

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

or by creditors of the Company.

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

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

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

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

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

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

the Holder.

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

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

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

provisions of this Warrant.

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

a part of this Warrant.

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(Signature

Page Follows)

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

indicated.

NETCAPITAL

INC.

By:

/s/ Todd Violette

Name:

Todd Violette

Title:

Chief Executive Officer

NOTICE

OF EXERCISE

To:

NETCAPITAL

INC.

(1)

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

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

(2)

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

[

] in lawful money of the United States; or

[

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

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

set forth in subsection 2(c).

(3)

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

_______________________________

The

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

_______________________________

(4)

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

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

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

shares.)

FOR

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

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: ____________________________

Holder’s

Address: _____________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

EQUITY

PURCHASE AGREEMENT

This

equity purchase agreement is entered into as of June 29, 2026 (this “Agreement”), by and between Netcapital Inc.,

a Utah corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”,

and collectively with the Company, the “Parties”).

WHEREAS,

the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,

from time to time as provided herein, and the Investor shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company’s

Common Stock (as defined below);

NOW,

THEREFORE, the Parties hereto agree as follows:

ARTICLE

CERTAIN

DEFINITIONS

Section

1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such

meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement”

shall have the meaning specified in the preamble hereof.

“Average

Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock on the Principal Market during

the three (3) Trading Days immediately preceding the respective Put Date multiplied by the lowest closing price of the Company’s

Common Stock on the Principal Market during the three (3) Trading Days immediately preceding the respective Put Date.

“Bankruptcy

Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Claim

Notice” shall have the meaning specified in Section 9.3(a).

“Clearing

Costs” shall mean all fees incurred by the Investor with respect to the Put Shares, including but not limited to fees charged

by or paid to any brokerage firm (including commissions), Placement Agent (as defined in this Agreement), clearing firm, and Transfer

Agent, as well as attorney fees of $1,500 per Put.

“Clearing

Date” shall be the date on which the Investor receives the Put Shares in its brokerage account.

“Closing”

shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.

“Closing

Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.

“Closing

Date” shall mean the date of any Closing hereunder.

“Commitment

Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor

shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty-four (24) months after

the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that

the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of

the Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary

case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all

of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of

Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the

termination of this Agreement.

“Common

Stock” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common

stock, whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and

assets (upon liquidation of the Company).

“Common

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

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

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

“Company”

shall have the meaning specified in the preamble to this Agreement.

“Custodian”

means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Damages”

shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Dispute

Period” shall have the meaning specified in Section 9.3(a).

“DTC”

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST

Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC”

shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC

Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,

including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the

DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Put Shares are otherwise

eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Put Shares,

as applicable, via DWAC.

“DWAC

Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale, and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Exchange

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

“Execution

Date” shall mean the date of this Agreement.

“Exercise

Shares” shall mean the shares of Common Stock underlying the Warrants.

“FINRA”

shall mean the Financial Industry Regulatory Authority, Inc.

“Investment

Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price, minus the Clearing Costs.

“Indemnified

Party” shall have the meaning specified in Section 9.2.

“Indemnifying

Party” shall have the meaning specified in Section 9.2.

“Indemnity

Notice” shall have the meaning specified in Section 9.3(e).

“Initial

Purchase Price” shall mean 92% of the average of the three (3) lowest traded prices of the Company’s Common Stock on

the Principal Market during the ten (10) Trading Days immediately preceding the respective Put Date.

“Investor”

shall have the meaning specified in the preamble to this Agreement.

“Lien”

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

“Market

Price” shall mean 92% of the lowest traded price of the Company’s Common Stock on the Principal Market on any Trading

Day during the Valuation Period, as reported by Quotestream or other reputable source designated by the Investor, subject to adjustment

as provided in this Agreement.

“Material

Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the

Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would

prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction

Document.

“Maximum

Commitment Amount” shall mean Fifteen Million Dollars ($15,000,000.00).

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust, or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Principal

Market” shall mean any of the national exchanges (i.e. NYSE, NYSE American, and Nasdaq) which is at the time the principal

trading platform for the Common Stock (excluding all OTC marketplaces).

“Purchase

Price” shall mean the lesser of the (i) Initial Purchase Price or (ii) Market Price on such date on which the Purchase Price

is calculated in accordance with the terms and conditions of this Agreement.

“Put”

shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of

this Agreement.

“Put

Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).

“Put

Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put

Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.

“Put

Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put

Notice in accordance with the terms and conditions of this Agreement.

“Registration

Rights Agreement” shall mean that certain registration rights agreement entered into by the Company with the Investor on the

date hereof in connection with this Agreement.

“Registration

Statement” shall have the meaning specified in Section 6.4.

“Regulation

D” shall mean Regulation D promulgated under the Securities Act.

“Required

Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common

Stock potentially issuable at such time pursuant to the Transaction Documents, which shall be calculated on each such date as follows:

the then remaining Maximum Commitment Amount divided by the Initial Purchase Price on each such date, ignoring any beneficial ownership

limitations set forth herein.

“Rule

144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC”

shall mean the United States Securities and Exchange Commission.

“SEC

Documents” shall have the meaning specified in Section 4.5.

“Securities”

means, collectively, the Put Shares, Warrants, and Exercise Shares.

“Securities

Act” shall mean the Securities Act of 1933, as amended.

“Shareholder

Approval” shall mean the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder

approval requirements for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated by this Agreement,

including but not limited to the issuance of Common Stock under this Agreement, including but not limited to the Put Shares and Exercise

Shares, in excess of 1,568,795 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock

dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or

increases the Common Stock.

“Subsidiary”

means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting

stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under

the Securities Act.

“Third

Party Claim” shall have the meaning specified in Section 9.3(a).

“Trading

Day” shall mean a day on which the Principal Market shall be open for business.

“Transaction

Documents” shall mean this Agreement, the Registration Rights Agreement, Warrants, and all exhibits hereto and thereto.

“Transfer

Agent” shall mean Equity Stock Transfer, the current transfer agent of the Company, with

a mailing address of 237 W 37th St #602, New York, NY 10018, and any successor transfer agent of the Company.

“Valuation

Period” shall mean the period beginning on the Put Date and continuing through the date that is three (3) Trading Days immediately

following the Clearing Date associated with the applicable Put Notice.

“Warrants”

shall mean that certain common stock purchase warrant for the purchase of 1,000,000 shares of the Common Stock (subject to adjustment

as provided therein) which shall be issued to Investor on the date of this Agreement.

ARTICLE

PURCHASE

AND SALE OF COMMON STOCK

Section

2.1 PUTS. Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),

the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from

time to time, to purchase Put Shares (i) in a minimum amount not less than $25,000.00 (calculated using the Initial Purchase Price) and

(ii) in a maximum amount up to the lesser of (a) $2,000,000.00 (calculated using the Initial Purchase Price) or (b) 200% of the Average

Daily Trading Value.

Section

2.2 MECHANICS.

(a)

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company

may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.

The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall also be used

for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance

with Section 2.1 of this Agreement. At the end of the Valuation Period, the Purchase Price for the respective Put Shares and Investment

Amount shall be established as further provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares

as DWAC Shares to the Investor on or before 4:30 p.m. Eastern time, on the Put Date. In addition to any other rights available to the

Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance

with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction

or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale

by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”),

then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which

(x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective

Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor

purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale

price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall

provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company,

evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it

hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof excluding delays caused by DTC,

the Company’s transfer agent, or any clearing firm of Investor that are outside of the Company’s reasonable control.

(b)

DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor

if such notice is received on or prior to 2:30 p.m. Eastern time, or (ii) the immediately succeeding Trading Day if it is received by

email after 2:30 p.m. Eastern time on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver

a Put Notice to the Investor during the period beginning on the Put Date of the immediately prior Put Notice and continuing through the

date that is three (3) Trading Days following the Clearing Date associated with the immediately prior Put Notice (the “Cooldown

Period”), provided, however, that the respective Cooldown Period shall not apply to the immediately prior Put Notice if (i) the

Put Shares for the immediately prior Put Notice have been delivered to the Investor pursuant to the terms of this Agreement and (ii)

the trading volume of the Common Stock on any Trading Day during the respective Cooldown Period exceeds 300% of the total Put Shares

of the immediately prior Put Notice (the “Cooldown Waiver Trigger”). Notwithstanding anything herein to the contrary, all

trading volume of the Common Stock on the respective Put Date that occurs prior to the specific time that the Put Notice is delivered

to Investor shall not count towards the Cooldown Waiver Trigger.

Section

2.3 CLOSINGS. At the end of the Valuation Period, the Purchase Price and Investment Amount for the respective Put Shares shall

be established as provided in this Agreement. If the value of the Put Shares delivered to the Investor causes the Company to exceed the

Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of

Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to

the return of such Put Shares. The Closing of a Put shall occur within two (2) Trading Days following the end of the respective Valuation

Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated

by the Company.

Section

2.4 PRINCIPAL MARKET REGULATION. The Company shall not effect any issuances or sales of the Put Shares under this Agreement in

excess of the Exchange Cap and the Investor shall not have the obligation to purchase Put Shares under this Agreement in excess of the

Exchange Cap until the Shareholder Approval has been obtained by the Company and is in effect.

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES OF INVESTOR

The

Investor represents and warrants to the Company that:

Section

3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether

or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable

state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time

in accordance with federal and state securities laws applicable to such disposition.

Section

3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the

transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely

on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for

legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws

of any jurisdiction.

Section

3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor

has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.

The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

Section

3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of

this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have

been duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document

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

will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies

or by other equitable principles of general application.

Section

3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405

of the Securities Act) of the Company.

Section

3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under

the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or

similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction

Documents.

Section

3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation

of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any

law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture,

instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict

with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such

indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require

the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or

legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section

3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of

the Company and has had access to all publicly available information with respect to the Company.

Section

3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,

television advertisement or any other form of general solicitation or advertising.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

The

Company represents and warrants to the Investor that:

Section

4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

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

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

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

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

not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction

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

Section

4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this

Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the

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

action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement

and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation

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

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies

or by other equitable principles of general application.

Section

4.3 CAPITALIZATION. Except as set forth in the SEC Documents, the Company has not issued any capital stock since its most recently

filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s

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

and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic

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

to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents and except as

a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls

or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings

or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock

Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities

to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,

exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements

with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among

any of the Company’s stockholders.

Section

4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,

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

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

registration. Except as set forth in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received

notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not

in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Section

4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to

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

one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)

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

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

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

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules

and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material

fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents

comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance

with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise

indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may

not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of

the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of

unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of

the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf

has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public

information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions

in securities of the Company.

Section

4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other

than restrictions on transfer provided for in the Transaction Documents.

Section

4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company

and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance

of the Securities, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles

of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event

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

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

of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to

which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order,

judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which

any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments,

accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the

Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted

in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in

the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule

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

in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other

than any SEC, FINRA or state securities filings that may be required to be made by the Company subsequent to any Closing or any registration

statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is

assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.

Section

4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been

disclosed in subsequent SEC Documents.

Section

4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no actions, suits, investigations, inquiries

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

respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,

which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge

of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been,

and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary

or any current or former director or officer of the Company or any Subsidiary.

Section

4.10 REGISTRATION RIGHTS. Except as set forth in the SEC Documents and as granted to Investor, no Person (other than the Investor)

has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Section

4.11 No Solicitation; NO BROKERS. Except with respect to Enclave Capital

LLC, a registered broker-dealer (CRD #22732) (the “Placement Agent”), the Company has taken no action which would give rise

to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions

contemplated hereby. The Company represents and warrants that neither the Investor nor its employee(s), member(s), beneficial owner(s),

or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company

represents and warrants that the Investor is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934

in order to (i) enter into or consummate the transactions encompassed by the Transaction Documents, (ii) fulfill the Investor’s

obligations under the Transaction Documents, or (iii) exercise any of the Investor’s rights under the Transaction Documents (including

but not limited to the sale of the Securities).

ARTICLE

COVENANTS

OF INVESTOR

Section

5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock

will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and

the Principal Market.

Section

5.2 SHORT SALES. Neither the Investor, nor any affiliate of the Investor acting on its behalf, will execute any “short sales”

(as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) (“Short Sale”) during the period from the date

hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of

a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short

Sale.

ARTICLE

COVENANTS

OF THE COMPANY

Section

6.1 RESERVATION OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to

the Required Minimum in accordance with the terms of this Agreement.

Section

6.2 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor

hereunder on the Principal Market (subject to official notice of issuance) and shall maintain the listing of all such Securities from

time to time issuable hereunder. The Company shall maintain the listing and trading of the Common Stock on the Principal Market (including,

without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing

and other obligations under the bylaws or rules of FINRA and the Principal Market.

Section

6.3 OTHER TRANSACTIONS. During the period beginning on the date of this Agreement and continuing until the later of (i) 12 months

from the date of this Agreement or (ii) the date that this Agreement is no longer in effect, the Company covenants and agrees that it

will not, without the prior written consent of the Investor, enter into any other Equity Line of Credit (as defined below). So long as

this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor,

enter into any Variable Rate Transaction (as defined in this Agreement) with any other party, unless the Company first provides the Investor

with (i) an irrevocable written notice (each an “Offer Notice”) of such proposed or intended Variable Rate Transaction which

describes the dollar amount, price, and other terms upon which the securities are to be issued, sold, or exchanged, and (ii) a three

(3) Trading Day period for the Investor to elect to consummate such Variable Rate Transaction with the Company (the “ROFR Window”).

If the Investor elects not to consummate such respective Variable Rate Transaction with the Company during the ROFR Window and the Company

does not consummate such respective Variable Rate Transaction within thirty (30) calendar days after the respective ROFR Window ends,

then the Company shall be required to deliver a new Offer Notice in accordance with the provisions of this Section 6.3 of this Agreement

prior to the consummation of such respective Variable Rate Transaction. “Equity Line of Credit” shall mean any transaction

involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put”

its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula. “Variable

Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion

price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for

the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise

or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon

the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the

Common Stock or (ii) issues securities at a future determined price, provided, however, that an Equity Line of Credit shall not be deemed

to be a Variable Rate Transaction.

Section

6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K or

6-K (if applicable), including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act,

relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current

Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current

Report at least one (1) Trading Day prior to its filing with the SEC, and the Company shall give reasonable consideration to all such

comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report

within one (1) Trading Day from the date the Investor receives it from the Company. The Company shall also comply with the Registration

Rights Agreement with respect to the filing and effectiveness deadlines of a new registration statement (the “Registration Statement”)

in accordance with the terms of such Registration Rights Agreement.

Section

6.5 NO BROKER-DEALER ACKNOWLEDGEMENT. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the

Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Investor

is currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.

ARTICLE

VII

CONDITIONS

TO DELIVERY OF

PUT

NOTICES AND CONDITIONS TO CLOSING

Section

7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. In addition to the other provisions of this

Agreement, the right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions

set forth below:

(a)

ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true

and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such

time.

(b)

PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements

and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

Section

7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase

Put Shares is subject to the satisfaction of each of the following conditions:

(a)

EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective

for the resale by the Investor of the Put Shares and Exercise Shares at prevailing market prices (and not fixed prices) and (i) neither

the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such

Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either

temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness

of, such Registration Statement or related prospectus shall exist.

(b)

ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true

and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations

and warranties specifically made as of a particular date).

(c)

PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,

agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, including but not limited

to the delivery of the Put Shares as provided in Section 2.2(a) of this Agreement.

(d)

NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects

any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect

of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)

ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably

likely to have a Material Adverse Effect has occurred.

(f)

NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the

SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing on

and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the

trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company any remaining

amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.

(g)

BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of

such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially

owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined

in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in

the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations

promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is

given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when

aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following

such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.

(h)

PENNY STOCK. The Common Stock shall not be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (17 CFR

§ 240.3a51-1). In the event that the Common Stock becomes a “penny stock” prior to the closing of a respective Put,

the Investor shall have the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price

with respect to such Put shall be reduced accordingly.

(i)

NO KNOWLEDGE. The Company has not received written notice from the SEC indicating an intention to suspend effectiveness of the

Registration Statement.

(j)

NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements

of the Principal Market, including but not limited to as contemplated by Section 2.4 of this Agreement.

(k)

OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate

executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as

of the date of each such certificate.

(l)

DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”

(m)

SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been

filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within

the applicable time periods prescribed for such filings under the Exchange Act.

(n)

RESERVE. The Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company

shall have satisfied the reserve requirements with respect to all other contracts between the Company and Investor.

(o)

MINIMUM PRICING. The lowest traded price of the Common Stock in the ten (10) Trading Days immediately preceding the respective

Put Date must exceed $0.01 per share.

(p)

BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary

of the Company (the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not

to have the effect of causing Bankruptcy Proceedings to arise. In the event of Bankruptcy Proceedings as contemplated by this Section

7.2(p), the Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the

Purchase Price with respect to such Put shall be reduced accordingly.

ARTICLE

VIII

LEGENDS

Section

8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.

Section

8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder

to comply with all applicable securities laws upon the sale of the Common Stock.

ARTICLE

NOTICES;

INDEMNIFICATION

Section

9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall

be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by

hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder

shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day

during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other

than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following

the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The

addresses for such communications shall be:

to the Company:

Netcapital

Inc.

Lincoln Street

Boston,

MA 02111

Email:

todd.violette@netcapital.com

Attention:

Todd Violette

to the Investor:

Hudson

Global Ventures, LLC

____________________________

Email:

info@hudsonventuresllc.com

Either

party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’

prior written notice of such changed address to the other party hereto.

Section

9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party

along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and

against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting

from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant

or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement

of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission

or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,

(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the

final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission

or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances

under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities

Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities

law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform

any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing

its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any

Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue

statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished

to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof

or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section

9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall

be asserted and resolved as follows:

(a)

In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against

or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third

Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and

specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is

being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably

ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable

promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the

Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified

Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced

by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the

period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as

defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability

to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified

Party against such Third Party Claim.

(i)

If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the

Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right

to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such

Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying

Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified

Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the

payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying

Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,

that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s

delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other

action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,

that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide

reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The

Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying

Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and

expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense

or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such

Third Party Claim.

(ii)

If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend

the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and

diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,

then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim

by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith

or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably

withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;

provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying

Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified

Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified

Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified

Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided

in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense

pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and

the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying

Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled

by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect

to such participation.

(iii)

If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the

Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute

Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to

such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying

Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying

Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified

Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is

not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action

as it deems appropriate.

(b)

In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third

Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature

of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good

faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by

any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the

Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party

that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party

within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,

the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section

9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has

timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party

shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within

thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(c)

The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable

legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

(d)

The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party

against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.

ARTICLE

MISCELLANEOUS

Section

10.1 ARBITRATION OF CLAIMS; GOVERNING LAW; JURISDICTION. The Company and Investor shall submit all Claims (as defined in Exhibit

C of this Agreement) (the “Claims”) arising under this Agreement or any other agreement between the Company and Investor

or their respective affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of

the Company and Investor or their respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit

C of the Agreement (the “Arbitration Provisions”). The Company and Investor hereby acknowledge and agree that the Arbitration

Provisions are unconditionally binding on the Company and Investor hereto and are severable from all other provisions of this Agreement.

By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully,

consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended

to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the

Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and

agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions. This

Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice

of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of Nevada. The Company and Investor consent to and expressly agree that the exclusive

venue for arbitration of any Claims arising under this Agreement or any other agreement between the Company and Investor or their respective

affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Investor

or their respective affiliates shall be in the State of Nevada. Without modifying the Company’s and Investor’s mandatory

obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of

the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent

services agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes,

without limitation any action between or involving Company and the Company’s transfer agent related to Investor in any way (specifically

including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit

the Company’s transfer agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents

to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly

submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including,

without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in the State

of Nevada, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other

claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit,

action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be

deemed or construed to limit, the ability of the Investor to realize on any collateral or any other security, or to enforce a judgment

or other court ruling in favor of the Investor, including through a legal action in any court of competent jurisdiction. The Company

hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any

action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including

but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES

NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR

ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served

in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated

hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company

at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner

permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate,

instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability

of any provision of this Agreement in any other jurisdiction.

Section

10.2 PAYMENT SET ASIDE. Further, to the extent that the (i) Company makes a payment or payments to the Investor pursuant to this

Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Investor enforces or

exercises its rights pursuant to this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby

(including but not limited to the sale of the Securities), and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared

to be fraudulent or preferential, set aside, recovered from, or disgorged by the Investor, or (ii) are required to be refunded, repaid

or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including,

without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent

of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force

and effect as if such payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately

pay to the Investor a dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent

or preferential, set aside, recovered from, or disgorged by the Investor, or (ii) required to be refunded, repaid or otherwise restored

to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any

bankruptcy law, foreign, state or federal law, common law or equitable cause of action).

Section

10.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective

successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other

Person.

Section

10.4 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective

successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section

9.3.

Section

10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation

Period or at any time that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate at the

end of the Commitment Period. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Articles III, IV, VI,

IX of this Agreement and the agreements and covenants of the Company and the Investor set forth in Article X of this Agreement shall

survive the termination of this Agreement and (ii) the Investor shall retain all rights to the Warrants and Exercise Shares thereunder

even if this Agreement is terminated.

Section

10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,

oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

Section

10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each

party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred

by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay

$15,000.00 to legal counsel of the Investor on the date of this Agreement for Investor’s expenses relating to the preparation of

this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing

of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of

any Securities to the Investor. On the date of this Agreement, the Company shall issue the Warrants to Investor for its commitment to

enter into this Agreement. The Warrants shall be earned in full upon the date of this Agreement, and the issuance of the Warrants is

not contingent upon any other event or condition, including but not limited to the effectiveness of the Registration Statement or the

Company’s submission of a Put Notice to the Investor.

Section

10.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of

the Parties and shall be deemed to be an original instrument which shall be enforceable against the Parties actually executing such counterparts

and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other Parties hereto by

email of a copy of this Agreement bearing the signature of the Parties so delivering this Agreement.

Section

10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction

to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such

severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section

10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

Section

10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Section

10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of

its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees

that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual

damages.

Section

10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not

to be considered in construing or interpreting this Agreement.

Section

10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that

is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately

preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto

and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement

of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other

right, power or privilege.

Section

10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making

public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make

any such public statement, other than as required by law, without the prior written consent of the other Parties, which consent shall

not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which

such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,

the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent

required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material

contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file

such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further

agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation

with its counsel.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized

as of the day and year first above written.

THE COMPANY:

NETCAPITAL

INC.

By: /s/

Todd Violette

Name: Todd

Violette

Title: Chief

Executive Officer

INVESTOR:

HUDSON

GLOBAL VENTURES, LLC

By: /s/

Seth Ahdoot

Name: Seth

Ahdoot

Title: Member

[Signature

Page to equity purchase agreement]

EXHIBIT

FORM

OF PUT NOTICE

TO:

HUDSON GLOBAL VENTURES, LLC

DATE:

____________________

refer to the equity purchase agreement, dated June 29, 2026 (the “Agreement”), entered into by and between Netcapital

Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

hereby:

Give you notice that we require you to purchase ____________ Put Shares pursuant to the Agreement; and

The Initial Purchase Price pursuant to the Agreement is ____________; and

Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.

NETCAPITAL

INC.

By:

Name: Todd

Violette

Title: Chief

Executive Officer

EXHIBIT

FORM

OF OFFICER’S CERTIFICATE

NETCAPITAL INC.

Pursuant

to Section 7.2(k) of that certain equity purchase agreement, dated June 29, 2026 (the “Agreement”), by and between

Netcapital Inc. (the “Company”) and Hudson Global Ventures, LLC (the “Investor”), the undersigned,

in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof

(such date, the “Condition Satisfaction Date”), the following:

The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date

as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)

with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction

Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement

to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and

All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not

limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.

Capitalized

terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.

WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the ________, 20__.

By:

Name: Todd

Violette

Title: Chief

Executive Officer

EXHIBIT

ARBITRATION

PROVISIONS

Dispute Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising

out of or relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in the State of

Nevada. For purposes of this Exhibit C, the term “Claims” means any disputes, claims, demands, causes of action,

requests for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the Transaction

Documents, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated

in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual

mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure

of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate

the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The parties to this Agreement

(the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration

Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby agree that the arbitration

provisions set forth in this Exhibit C (“Arbitration Provisions”)

are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction

Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant

to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall

also survive any termination or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have

the meaning set forth in the Agreement.

Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)

to be conducted exclusively in the State of Nevada and pursuant to the terms set forth in these Arbitration Provisions. Subject to the

arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award

of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding

upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented

or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to

monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection

with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting

such enforcement. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in the State

of Nevada.

The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Nevada Uniform Arbitration

Act, Chapter 38 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing,

pursuant to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of

these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the

parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary

from these Arbitration Provisions.

Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1

Initiation of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

8(f) of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed

initiated as of the date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement

(the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or

fax pursuant to Section 8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature

of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must

be pleaded consistent with the Nevada Rules of Civil Procedure.

4.2

Selection and Payment of Arbitrator.

(a)

Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by the American Arbitration Association (“AAA”) or

other arbitration service provider agreed upon by the parties (such three (3) designated persons hereunder are referred to herein as

the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral”

with AAA or other arbitration service provider agreed upon by the parties. Within five (5) calendar days after Investor has submitted

to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators

to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators

in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice

of such selection to Company.

(b)

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the

parties by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed

Arbitrators to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties

under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed

Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by

providing written notice of such selection to Investor.

(c)

If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected

such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the

chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators

decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this

Paragraph 4.2.

(d)

The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both

parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list

of neutrals and there is no successor thereto, then replacement arbitrators shall be selected and agreed upon by both parties within

five (5) calendar days thereafter.

(e)

Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if

one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount, with such amount

being added to or subtracted from, as applicable, the Arbitration Award.

4.3

Applicability of Certain Nevada Rules. The parties agree that the Arbitration shall be conducted generally in accordance with

the Nevada Rules of Civil Procedure and the Nevada Rules of Evidence. More specifically, the Nevada Rules of Civil Procedure shall apply,

without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions.

The Nevada Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the

foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.

In the event of any conflict between the Nevada Rules of Civil Procedure or the Nevada Rules of Evidence and these Arbitration Provisions,

these Arbitration Provisions shall control.

4.4

Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5

[Intentionally Omitted].

4.6

Discovery. The parties agree that discovery shall be conducted as follows:

(a)

Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,

and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded

in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited

as follows:

(i)

To facts directly connected with the transactions contemplated by the Agreement.

(ii)

To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or

less expensive than in the manner requested.

(b)

No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,

then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must

pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is

deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated

attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.

(c)

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator

and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation

of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Nevada Rules of Civil Procedure.

The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the

arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written

challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding

as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires

the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires

the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s

finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or

a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’

fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests

(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery

requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production

subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before

the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d)

In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth

in these Arbitration Provisions and the Nevada Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery

request does not satisfy any of the standards set forth in these Arbitration Provisions or the Nevada Rules of Civil Procedure, the arbitrator

may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e)

Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of

the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:

(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name

and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other

cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)

the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert

witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter

not fairly disclosed in the expert report.

4.6

Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant to the Nevada Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the

arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion.

Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other

party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar

days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to

the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If

the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the

Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion

shall proceed regardless.

4.7

Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including

without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential

in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration

process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure

such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party

or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving

party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court

of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives

and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. The arbitrator

is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information and confidential information

upon the written request of either party.

4.8

Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize

and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the

Arbitration proceedings to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred

twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling

conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various

binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render

a decision prior to the end of such 120-day period.

4.9

Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief

which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,

provided that the arbitrator may not award exemplary or punitive damages.

4.10

Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being

awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory

fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,

and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

Arbitration Appeal.

5.1

Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have

a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant

elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel

of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein

as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph

4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,

the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond

in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.

In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance

with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will

not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)

to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.

If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described

in this Paragraph 5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of

the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2

Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof

of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)

person arbitration panel (the “Appeal Panel”).

(a)

Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators

that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the

parties (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”).

For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration

service provider agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original

Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal

Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the

members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day

period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such

selection to the Appellant.

(b)

If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the

Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed

Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators

by AAA or other arbitration service provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice

to the Appellee. The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators

to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If

the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the

members of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list

of five (5) arbitrators by providing written notice of such selection to the Appellee.

(c)

If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal

Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date

a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three

(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator

selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators

who have already agreed to serve shall remain on the Appeal Panel.

(d)

The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)

delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal

Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in

writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel

to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes

of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make

determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator

on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the

Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member

of the Appeal Panel. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list

of neutrals, then replacement arbitrators for the Appeal Panel shall be selected and agreed upon by both parties within five (5) calendar

days thereafter.

(d)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3

Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel

shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and

all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate

for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous

evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents

filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal

Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new

witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the

Arbitration Award.

5.4

Timing.

(a)

Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal

Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply

Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of

this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.

If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply

Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and

the Appeal shall proceed regardless.

(b)

Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar

days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5

Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator

on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety

and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Appeal Panel Award

will be entered and enforced by a state or federal court sitting in the State of Nevada.

5.6

Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal

Panel may not award exemplary or punitive damages.

5.7

Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party

being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any

statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the

Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal

Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges

awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including

without limitation in connection with the Appeal).

Miscellaneous.

6.1

Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision

shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration

Provisions shall remain unaffected and in full force and effect.

6.2

Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Nevada without regard to the conflict

of laws principles therein.

6.3

Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,

or affect the interpretation of, these Arbitration Provisions.

6.4

Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed

by the party granting the waiver.

6.5

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

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EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

REGISTRATION

RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2026, by and between NETCAPITAL INC., a Utah

corporation (the “Company”), and HUDSON GLOBAL VENTURES, LLC, a Nevada limited

liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not

otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto,

dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

The

Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Fifteen Million

Dollars ($15,000,000.00) of Put Shares (as defined in the Purchase Agreement) and to induce the Investor to enter into the Purchase Agreement,

the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations

thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities

laws.

NOW,

THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

DEFINITIONS.

used in this Agreement, the following terms shall have the following meanings:

“Investor” shall have the meaning set forth above.

“Person” means any individual or entity including but not limited to any corporation, a limited liability company,

an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental

agency.

“Register,” “registered,” and “registration” refer to a registration effected

by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule

415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),

and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission

(the “SEC”).

“Registrable Securities” means all of the Put Shares which have been, or which may, from time to time be issued, including

without limitation all of the shares of Common Stock (as defined in the Purchase Agreement) (the “Common Stock”) which have

been issued or will be issued to the Investor under the Purchase Agreement (without regard to any beneficial ownership or restriction

on purchases therein), and all of the Exercise Shares (as defined in the Purchase Agreement) (the “Exercise Shares”)

which may, from time to time, be issued to the Investor under the Warrants (as defined in the Purchase Agreement) (the “Warrants”),

without regard to any limitation on beneficial ownership or restriction on purchases therein, and shares of Common Stock issued to the

Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to

any limitation on beneficial ownership in the Purchase Agreement or Warrants.

“Registration Statement” means one or more registration statements of the Company (provided, however, that if the

Company is eligible to file a Form S-3 covering such Registrable Securities at the time of filing of the Registration Statement, then

the Company shall file such Registration Statement on Form S-3).

REGISTRATION.

Mandatory Registration. The Company shall, within ninety (90) calendar days from the date of this Agreement, file with the SEC

an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon

in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by

the Investor (beginning with all of the Exercise Shares), including but not limited to under Rule 415 under the Securities Act at then

prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock

then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable

Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and

any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company

shall give due consideration to all reasonable comments provided, however, that the Company shall retain sole discretion regarding the

content, timing and filing of any Registration Statement, amendment, supplement or prospectus.The Company shall use commercially reasonable

efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable, and in any event shall diligently

respond to any SEC comments and otherwise take all actions reasonably necessary to obtain effectiveness.The Company shall keep the Registration

Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale

by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have sold

all the Registrable Securities and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement

has been drawn down by the Company pursuant to a Registration Statement (the “Registration Period”). The Registration

Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light

of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement

(as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii)

the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective

amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration

Statement.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file (in each case,

at the earliest possible date) with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus

supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Company

shall file such initial prospectus covering the Investor’s sale of the Registrable Securities on the same date that the Registration

Statement is declared effective by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon

such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall

use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final

pre-filing version of such prospectus.

Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient

to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a

“New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth

in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,

subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable

best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing

thereof. In the event that any of the Registrable Securities are not included in the Registration Statement, or have not been included

in any New Registration Statement and the Company files any other registration statement under the Securities Act (other than on Form

S-4, Form S-8, or with respect to other employee related plans or rights offerings) (“Other Registration Statement”)

then the Company shall include such remaining Registrable Securities in such Other Registration Statement.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a

Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration

Statement to become effective and be used for resales by the Investor under Rule 415 at then prevailing market prices (and not fixed

prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise

required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then

the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent,

which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed

therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid.

In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration

Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements

that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision

herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related

conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff

as addressed in this Section 2(d).

RELATED OBLIGATIONS.

With

respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on

any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities

in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration

statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424

promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective

at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to

the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement

until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition

by the seller or sellers thereof as set forth in such registration statement.

The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all

amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and provided, however, that the

Company shall retain sole discretion regarding the content, timing and filing of any Registration Statement, amendment, supplement or

prospectus. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement

and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof.

The Company shall furnish material correspondence from the SEC relating directly to the Registration Statement.or the staff of the SEC

to the Company or its representatives relating to the Registration Statement or any New Registration Statement.

Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,

at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents

incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus

included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may

reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably

request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance

of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”

hereunder.

The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement

under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,

(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations

and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions

as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)

take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any

jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in

any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify

the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the

registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any

jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening

of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect,

includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make

the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or

amendment to such registration statement and/or take any other necessary steps (which, if in accordance with applicable SEC rules and

regulations, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange

Act and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and deliver a copy of such supplement

or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly

notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when

a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered

to the Investor by email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments

or supplements to any registration statement or related prospectus or related information, and (iii) of the Company’s reasonable

determination that a post-effective amendment to a registration statement would be appropriate.

The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any

registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such

an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify

the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of

any proceeding for such purpose.

The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class

or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules

of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market (as defined in the

Purchase Agreement). The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.

The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing

any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration

statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered

in such names as the Investor may request.

The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.

If reasonably requested by the Investor, the Company shall (i) as promptly as reasonably practicable incorporate in a prospectus supplement

or post-effective amendment such information as the Investor believes should be included therein relating to the sale and distribution

of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold,

the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings

of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated

in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.

The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

Within one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,

the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached

hereto as Exhibit A. Thereafter, if requested by the Investor not more than once per calendar quarter, the Company shall require

its counsel to deliver to the Investor a written confirmation whether or not the effectiveness of such registration statement has lapsed

at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement

is current and available to the Investor for sale of all of the Registrable Securities.

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities

pursuant to any registration statement.

OBLIGATIONS OF THE INVESTOR.

The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with

any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities

held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect

the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company

may reasonably request.

The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing

of any registration statement hereunder.

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind

described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities

pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the

supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary,

the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with

the terms of the Purchase Agreement and Warrants as applicable in connection with any sale of Registrable Securities with respect to

which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening

of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

EXPENSES OF REGISTRATION.

All

reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications

pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting

fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

INDEMNIFICATION.

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,

if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor

and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,

liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several,

(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,

investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body

or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration

Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification

of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered

(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained

in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or

the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances

under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities

Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating

to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any

material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).

The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable

legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding

anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim

by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about

the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the

Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely

made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure

to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject

thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the

superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely

made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not

to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,

used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered

the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or

Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the

Investor pursuant to Section 9.

Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action

or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,

if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a

written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the

indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof

with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;

provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses

to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation

by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential

differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.

The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense

of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available

to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified

Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.

No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,

however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without

the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise

which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified

Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the

indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying

party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the

Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability

to defend such action.

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred.

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or

Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

CONTRIBUTION.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;

provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section

11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent

misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds

received by such seller from the sale of such Registrable Securities.

REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

With

a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or

regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule

144”), the Company agrees, at the Company’s sole expense, to:

make and keep public information available, as those terms are understood and defined in Rule 144;

file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange

Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the

applicable provisions of Rule 144;

furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company

that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy

of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii)

such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;

and

take such additional action as is reasonably requested by the Investor and reasonably available to the Company to enable the Investor

to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents,

certificates, resolutions and instructions to the Company’s transfer agent as may be requested from time to time by the Investor

and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

The

Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor

shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,

without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.

ASSIGNMENT OF REGISTRATION RIGHTS.

The

Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.

10.

AMENDMENT OF REGISTRATION RIGHTS.

provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding

the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement

may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument

signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this

Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11.

MISCELLANEOUS.

A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable

Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same

Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of

such Registrable Securities.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email

(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one

(1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party

to receive the same. The addresses for such communications shall be:

to the Company, to:

NETCAPITAL

INC.

Lincoln Street

Boston,

MA 02111

Email:

todd.violette@netcapital.com

Attention:

Todd Violette

to the Investor:

HUDSON

GLOBAL VENTURES, LLC

____________________________

e-mail:

info@hudsonventuresllc.com

at such other address, email address, and/or to the attention of such other person as the recipient party has specified by written notice

given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given

by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s

email account containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission

or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt from

a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

The Company and Investor shall submit all Claims (as defined in Exhibit C of the Purchase Agreement) (the “Claims”) arising

under this Agreement or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the

parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration

Provisions”). The Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding

on the Company and Investor hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company

represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about

such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious

and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon

the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced

in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be

governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule

(whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than

the State of Nevada. The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising

under this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not limited

to the Transaction Documents (as defined in the Purchase Agreement)) or any Claim relating to the relationship of the Company and Investor

or their respective affiliates shall be in the State of Nevada. Without modifying the Company’s and Investor’s obligations

to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction

Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement

or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation

any action between or involving Company and the Company’s transfer agent or otherwise related to Investor in any way (specifically