Form 8-K
8-K — ClearSign Technologies Corp
Accession: 0001104659-26-068614
Filed: 2026-06-01
Period: 2026-05-28
CIK: 0001434524
SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2615953d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2615953d1_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2615953d1_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2615953d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2615953d1_ex99-2.htm)
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GRAPHIC (tm2615953d1_ex99-2img01.jpg)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 28, 2026
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in charter)
Delaware
001-35521
26-2056298
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
8023 E. 63rd Place, Suite 101
Tulsa,
Oklahoma 74133
(Address of principal executive offices
and zip code)
(918) 500-7312
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-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
CLIR
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On
May 28, 2026, ClearSign Technologies Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Newbridge Securities Corporation (the “Underwriter”), relating to a firm-commitment underwritten public
offering (the “Offering”), for the issuance and sale to primarily existing stockholders of the Company of 777,780 shares (the
“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public
offering price of $4.33 per Firm Share, less underwriting discounts and commissions, pursuant to an effective registration statement on
Form S-3 (File No. 333-288736) (the “Registration Statement”), including the prospectus forming a part of the Registration
Statement, as supplemented by a preliminary prospectus supplement, dated May 28, 2026, and a final prospectus supplement, dated May 28,
2026, each filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted
the Underwriter an option exercisable for thirty (30) days to purchase up to an additional 116,667 shares of Common Stock (the “Additional
Shares,” and together with the Firm Shares, the “Public Securities”) from the Company at the Firm Share price, less
underwriting discounts and commissions, to cover over-allotments.
The
Company expects the net proceeds from the Offering to be approximately $2.94 million after deducting underwriting discounts and commissions
and estimated Offering expenses. The Company intends to use the net proceeds from the Offering for working capital, research and development,
marketing and sales, and general corporate purposes.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended,
various other obligations of the parties, and termination provisions. In addition, under the Underwriting Agreement, the Company agreed,
subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option, right or warrant to purchase, lend or otherwise
transfer or dispose, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for shares of Common Stock, for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering,
without the prior written consent of the Underwriter; provided, however, that the Company may sell shares of Common Stock pursuant to
that certain At The Market Offering Agreement with H.C. Wainwright & Co., LLC following the date that is thirty (30) days after
the date of the Underwriting Agreement. The Offering is expected to close on or about June 1, 2026, subject to the closing conditions
contained in the Underwriting Agreement.
Pursuant
to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements substantially in the
form included as an exhibit to the Underwriting Agreement, under which they agreed, subject to certain exceptions, not to sell, transfer
or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering.
The
above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Mitchell
Silberberg & Knupp LLP, counsel to the Company, has issued an opinion to the Company, dated June 1, 2026, regarding the
validity of the Public Securities. A copy of the opinion is filed as Exhibit 5.1 hereto.
Item 8.01 Other Events.
On
May 28, 2026, the Company issued a press release announcing that it had launched the Offering, and on May 29, 2026, the Company
issued a press release announcing that it had priced the Offering. The press releases are filed as Exhibits 99.1 and 99.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement, dated as of May 28, 2026, by and between the Company and Newbridge Securities Corporation
5.1
Legal opinion of Mitchell Silberberg & Knupp LLP
23.1
Consent of Mitchell Silberberg & Knupp LLP
99.1
Press release, dated as of May 28, 2026
99.2
Press release, dated as of May 29, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 1, 2026
CLEARSIGN TECHNOLOGIES CORPORATION
By:
/s/ Colin James Deller
Name:
Colin James Deller
Title:
Chief Executive Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2615953d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
UNDERWRITING AGREEMENT
between
CLEARSIGN TECHNOLOGIES CORPORATION
and
NEWBRIDGE
SECURITIES CORPORATION
May 28, 2026
Newbridge Securities Corporation
1200 North Federal Highway, Suite 400
Boca Raton, Florida 33432
Ladies and Gentlemen:
The undersigned, ClearSign
Technologies Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”)
with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as
follows:
1.
Purchase and Sale of Shares.
1.1
Firm Shares.
1.1.1
Nature and Purchase of Shares.
(i)
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the Underwriter an aggregate of 777,780 shares (the “Firm Shares”) of common
stock, par value $0.0001 per share (“Common Stock”).
(ii)
The Underwriter agrees to purchase from the Company the Firm Shares at a purchase price of $4.0702 per Firm Share (ninety-four
percent (94%) of the offering price per Firm Share). The Firm Shares are to be offered to the public at the offering price set forth on
the cover page of the Prospectus (as defined in Section 2.1.1).
1.1.2
Firm Shares Payment and Delivery.
(i)
Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on June 1, 2026, or at such earlier time as
shall be agreed upon by the Underwriter and the Company, at the offices of Hunton Andrews Kurth LLP, 600 Travis Street, Suite 4200, Houston,
Texas 77002 (“Underwriter’s Counsel”), or at such other place (or remotely by electronic transmission) as shall
be agreed upon by the Underwriter and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing
Date.”
(ii)
Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriter) representing the Firm Shares
(or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriter. The Firm Shares
shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two
(2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender
of payment by the Underwriter for all of the Firm Shares. The term “Business Day” means any day other than a Saturday,
a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.2
Over-allotment Option.
1.2.1
Additional Shares. The Company hereby grants to the Underwriter
an option (the “Over-allotment Option”) to purchase up to an additional 116,667 shares of Common Stock, representing
up to fifteen percent (15%) of the Firm Shares sold in the Offering (the “Additional Shares”), for the purpose of covering
over-allotments of such securities, if any. The Firm Shares and the Additional Shares are collectively referred to as the “Public
Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described
in the Registration Statement, the Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities
is herein referred to as the “Offering.”
1.2.2
Exercise of the Option. The Over-allotment Option granted
pursuant to Section 1.2.1 may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the
Additional Shares within thirty (30) days after the date hereof. The purchase price to be paid per Additional Share shall be equal to
the price per Firm Share set forth in Section 1.1.1. The Underwriter shall not be under any obligation to purchase any Additional
Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby shall be exercised by the giving of
electronic notice to the Company from the Underwriter, which shall be confirmed in writing by overnight mail or facsimile or other electronic
transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the
Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the
date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of Underwriter’s
Counsel or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the Underwriter.
If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth
in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the
terms and conditions set forth herein, the Company shall become obligated to sell to the Underwriter the number of Additional Shares specified
in such notice.
1.2.3
Payment and Delivery. Payment for the Additional Shares
shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery
to you of certificates (in form and substance satisfactory to the Underwriter) representing the Additional Shares (or through the facilities
of DTC) for the account of the Underwriter. The Additional Shares shall be registered in such name or names and in such authorized denominations
as the Underwriter may request in writing at least two (2) Business Days prior to the Option Closing Date. The Company shall not be obligated
to sell or deliver the Additional Shares except upon tender of payment by the Underwriter for applicable Additional Shares. The Option
Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous
with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional
Shares.
-2-
2.
Representations and Warranties of the Company. The Company
represents and warrants to the Underwriter as of the Applicable Time (as defined below), as of the Closing Date and as of each Option
Closing Date, if any, as follows:
2.1
Filing of Registration Statement.
2.1.1
The Company has filed with the U.S. Securities and Exchange Commission
(the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-288736) which became effective
on July 28, 2025 (the “Effective Date”), including a base prospectus dated July 28, 2025, relating to the securities
registered pursuant to such registration statement, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the offering and sale of up to $50 million worth of the Company’s securities (including debt securities, common
stock, preferred stock, warrants, subscription rights and/or units), which registration statement was prepared by the Company in all material
respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities
Act (the “Securities Act Regulations”) and contains or will contain all material statements that are required to be
stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require,
such registration statement on file with the Commission at any given time, including any amendments thereto to such time, exhibits and
schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 under the Securities
Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of
the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations
at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally
became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration
statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement”
shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission
on July 28, 2025. An aggregate amount of $50,000,000 of securities remain available for sale under the Registration Statement and the
Company meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this Offering
and during the twelve (12) calendar months prior to this Offering, as set forth in General Instruction I.B.6 of Form S-3.
The prospectus in the form
in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.”
Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public
Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement
referred to in the following paragraph is herein called a “Preliminary Prospectus.”
-3-
Promptly after the execution
and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus
relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act
Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission
pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.
“Applicable Time”
means 8:50 p.m., Eastern time, on the date of this Agreement.
“Disclosure Package”
means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Preliminary Prospectus dated May 28,
2026 and the information included on Schedule 1-A hereto, all considered together.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road
show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission,
or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Public Securities
or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or,
if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being specified in Schedule
1-B hereto.
“Issuer Limited Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
2.1.2
Pursuant to the Exchange Act. The Common Stock is
registered pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the
Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
2.2
Stock Exchange Listing. The Common Stock is listed
on the Capital Market tier of The Nasdaq Stock Market LLC (the “NasdaqCM”), and the Company has taken no action designed
to, or likely to have the effect of, delisting the Common Stock from the NasdaqCM, nor has the Company received any notification that
the NasdaqCM is contemplating terminating such listing, except as described in the Registration Statement, the Disclosure Package and
the Prospectus.
-4-
2.3
No Stop Orders, etc. Neither the Commission nor any state
regulatory authority has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or
the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an
order. The Company has complied with each request (if any) from the Commission for additional information.
2.4
Disclosures in Registration Statement.
2.4.1
Compliance with Securities Act and 10b-5 Representation.
(i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed
effective date with respect to the Underwriter pursuant to Rule 430B or otherwise under the Securities Act) complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form S-3 set forth in the General
Instructions thereto, including but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the
Securities have been satisfied. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally
filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission,
at the date of this Agreement and at the Closing Date and each Option Closing Date, complied or will comply in all material respects with
the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriter for
use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(ii)
Neither the Registration Statement nor any amendment thereto, at its Effective Date, as of the Applicable Time, or at the Closing
Date or at any Option Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii)
The Disclosure Package, as of the Applicable Time, as of the date of this Agreement, at the Closing Date or any Option Closing
Date did not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited
Use Free Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus
or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with
written information furnished to the Company with respect to the Underwriter by the Underwriter expressly for use in the Registration
Statement, the Disclosure Package or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of the Underwriter consists solely of the following disclosure contained in the “Underwriting”
section of the Prospectus: (i) the table showing the number of securities to be purchased by the Underwriter, (ii) the third full paragraph
and (iii) the sub-sections titled “Additional Relationships,” “Electronic Prospectus” and “Stabilization”
(collectively, the “Underwriter’s Information”); and
-5-
(iv)
Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the
time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Date or any Option Closing Date, included, includes or
will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to the Underwriter’s Information.
2.4.2
Disclosure of Agreements. The agreements and documents described
in the Registration Statement, the Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof
contained therein, and there are no agreements or other documents required by the Securities Act, the Securities Act Regulations or the
Exchange Act to be described in the Registration Statement, the Disclosure Package and the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so filed. Each agreement or other instrument (however characterized or described)
to which the Company or the Subsidiary is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, or (ii) is material to the Company’s business,
has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y)
as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned
by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder.
Performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any
existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, body or court, domestic
or foreign, having jurisdiction over the Company or any of its assets or business (each, a “Governmental Entity”),
including, without limitation, those relating to environmental laws and regulations.
2.4.3
Prior Securities Transactions. Since January 1, 2024, no
securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling,
controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Disclosure Package and
the Prospectus.
-6-
2.4.4
Regulations. The disclosures in the Registration Statement,
the Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign laws, rules and regulations
relating to the Company’s business as currently conducted or contemplated to be conducted are correct and complete in all material
respects and no other such laws, rules or regulations are required to be disclosed in the Registration Statement, the Disclosure Package
and the Prospectus that are not so disclosed.
2.4.5
No Other Distribution of Offering Materials. The Company
has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than
any Preliminary Prospectus, the Disclosure Package, the Prospectus and other materials, if any, permitted under the Securities Act and
consistent with Section 3.2 below. The Company is not an “ineligible issuer” in connection with the Offering pursuant
to Rules 164, 405 and 433 under the Securities Act. The Company will file with the Commission all Issuer Free Writing Prospectuses (other
than a “road show” as defined in Rule 433(d) of the Securities Act Regulations, if any) in the time and manner required under
Rule 433(d) of the Securities Act Regulations.
2.5
Changes After Dates in Registration Statement.
2.5.1
No Material Adverse Change. Since the respective dates as
of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise specifically
stated therein: (i) there has been no material adverse change in the condition (financial or otherwise), results of operations, business,
assets, properties or prospects of the Company and the Subsidiary, taken as a whole (a “Material Adverse Change”);
(ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and
(iii) no officer or director of the Company or the Subsidiary has resigned from any position with the Company or the Subsidiary.
2.5.2
Recent Securities Transactions, etc. Subsequent to the respective
dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, and except as may otherwise
be indicated or contemplated herein or disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company
has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its capital stock.
2.6
Disclosures in Commission Filings. Since January 1, 2024,
(i) none of the Company’s filings with the Commission, at the time of such filings, contained any untrue statement of a material
fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading; and (ii) the Company has made all filings with the Commission required under the Exchange Act and the
rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).
-7-
2.7
Independent Accountants. To the Company’s knowledge,
BPM CPA LLP (the “Auditor”), whose report is filed with the Commission as part of the Registration Statement, the Disclosure
Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act
Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements
included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, provided to the Company
any prohibited non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.8 Financial Statements, etc. The financial statements, including
the notes thereto and supporting schedules, included or incorporated by reference in the Registration Statement, the Disclosure Package
and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods
to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles
(“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements
are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required
by GAAP); and the supporting schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present
fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are
required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the
Securities Act or the Securities Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or the
Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission),
if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each
of the Registration Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that
may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, (a) the Company has not incurred any material liabilities
or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the
Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not
been any change in the capital stock of the Company, (d) other than in the ordinary course of business and consistent with the Company’s
prior policies, made any grants under any stock compensation plan, and (e) there has not been any material adverse change in the Company’s
long-term or short-term debt.
2.9
Authorized Capital; Options, etc. The Company had, at the
date or dates indicated in the Registration Statement, the Disclosure Package and the Prospectus, the duly authorized, issued and outstanding
capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Disclosure Package and the Prospectus,
the Company will have on the Closing Date and each Option Closing Date, if any, the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Disclosure Package, the Prospectus, on the Effective Date, as of
the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to
purchase or otherwise acquire any authorized, but unissued shares of Common Stock or any security convertible or exercisable into shares
of Common Stock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible
securities.
-8-
2.10
Valid Issuance of Securities, etc.
2.10.1
Outstanding Securities. All issued and outstanding securities
of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully
paid and non-assessable; the holders thereof have no rights of rescission or the ability to force the Company to repurchase such securities
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued
in violation of the preemptive rights, rights of first refusal or rights of participation of any holders of any security of the Company
or similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements
relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus. The offers and sales of the outstanding
shares of Common Stock, options, warrants and other rights to purchase or exchange such securities for shares of Common Stock were at
all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based
in part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.
The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights
granted thereunder, as described in the Registration Statement, the Disclosure Package and the Prospectus, accurately and fairly present,
in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.
2.10.2
Shares Sold Pursuant to this Agreement. The Public Securities
have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not
and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by
the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been
duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the
Registration Statement, the Disclosure Package and the Prospectus.
2.11
Registration Rights of Third Parties. Except as set forth
in the Registration Statement, the Disclosure Package and the Prospectus, no holders of any securities of the Company or any options,
warrants, rights or other securities exercisable for or convertible or exchangeable into securities of the Company have the right to require
the Company to register the sale or resale of any such securities of the Company under the Securities Act or to include any such securities
in the Registration Statement or any other registration statement to be filed by the Company.
2.12
Validity and Binding Effect of Agreement. The execution,
delivery and performance of this Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will
constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except: (i)
as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and
(iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought.
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2.13
No Conflicts, etc. The execution, delivery and performance
by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse
of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default
under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets
of the Company or the Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement
or instrument to which the Company or the Subsidiary is a party or as to which any property of the Company or the Subsidiary is a party;
(ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended and/or
restated from time to time, the “Charter”) or the Company’s bylaws (as the same may be amended and/or restated
from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or
decree of any Governmental Entity as of the date hereof, except in the case of clause (i) or (iii), as would not result
in a Material Adverse Change.
2.14
No Defaults; Violations. No material default exists, and
no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default, in the due performance
and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or
credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or
instrument to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary may be bound or to which any of
the properties or assets of the Company or the Subsidiary is subject. Neither the Company nor the Subsidiary is (i) in violation of any
term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any Governmental Entity, except in the case clause (ii), such as would not result in a Material Adverse Change.
2.15
Corporate Power; Licenses.
2.15.1
Corporate Power. The Company has all requisite corporate
power and authority, as of the date hereof, the Applicable Time, the Closing Date and any Option Closing Date, to conduct its business
as described in the Registration Statement, the Disclosure Package and the Prospectus.
2.15.2
Licenses. The Company (A) possesses the licenses, permits,
certificates, authorizations, consents and approvals (collectively, “Authorizations”) issued by the appropriate governmental
entities necessary to conduct its business as currently conducted as described in the Registration Statement, the Disclosure Package and
the Prospectus, and (B) has obtained all necessary Authorizations from other persons necessary to conduct its business, except, in each
case of clauses (A) and (B), (i) as described in the Registration Statement, the Disclosure Package or the Prospectus or
(ii) to the extent that any failure to possess any Authorizations, provide any notice, make any filing, or obtain any Governmental Licenses
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; none of the Company and subsidiaries
is in violation of, or in default under, any Governmental License, except as those that would not reasonably be expected to result in
a Material Adverse Change. All of the Authorizations are valid and in full force and effect, except when the invalidity of such Authorizations
or the failure of such Authorizations to be in full force and effect would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Change. The Company has not received any notice of proceedings relating to the revocation or modification
of any Authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result
in a Material Adverse Change.
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2.15.3
Transactions Contemplated Herein. The Company has all corporate
power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all Authorizations required
in connection therewith have been obtained. No Authorization of, and no filing with, any Governmental Entity is required for the valid
issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement
and as contemplated by the Registration Statement, the Disclosure Package and the Prospectus, except with respect to applicable federal
and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.16
Litigation; Governmental Proceedings. There is no action,
suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge,
threatened against, or involving the Company or the Subsidiary, or to the Company’s knowledge, any executive officer or director
that has not been disclosed in the Registration Statement, the Disclosure Package and the Prospectus or in connection with the Company’s
listing of the Public Securities on the NasdaqCM, which if resolved adversely to the Company is reasonably likely to result in a Material
Adverse Change or is required to be disclosed.
2.17
Good Standing. Each of the Company and the Subsidiary has
been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation
as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership
or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the
aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18
Insurance. Each of the Company and the Subsidiary carries
or is entitled to the benefits of insurance (including, without limitation, as to directors and officers insurance coverage) with reputable
insurers, in such amounts and covering such risks which the Company reasonably believes are adequate, and all such insurance is in full
force and effect. The Company and the Subsidiary each have no reason to believe that it will not be able (i) to renew its existing insurance
coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.
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2.19
Transactions Affecting Disclosure to FINRA.
2.19.1
Finder’s Fees. There are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company, the Subsidiary
or any director or officer with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings
of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Underwriter’s compensation, as
determined by FINRA.
2.19.2
Payments Within Twelve (12) Months. Except as set forth
in and pursuant to that certain At The Market Offering Agreement, dated July 17, 2025 (the “ATM Sales Agreement”),
by and between the Company and H.C. Wainwright & Co., LLC, the Company has not made any direct or indirect payments (in cash, securities
or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital
for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any
person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior
to the Effective Date, other than the payment to the Underwriter as provided hereunder in connection with the Offering.
2.19.3
Use of Proceeds. None of the net proceeds of the Offering
will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
2.19.4
FINRA Affiliation. To the Company’s knowledge, there
is no (i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s securities or (iii)
beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding
the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as
determined in accordance with the rules and regulations of FINRA). Neither the Company nor any of its affiliates (within the meaning of
FINRA Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person
(within the meaning of Article 1, Section 1(ee) of the By-Laws of FINRA) or, any member of FINRA.
2.20
Foreign Corrupt Practices Act. Neither the Company, the
Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company, the Subsidiary nor
any other person acting on behalf of the Company or the Subsidiary, has, directly or indirectly, given or agreed to give any money, gift
or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company or the Subsidiary (or assist it in connection with any actual or proposed transaction) that
(i) might subject the Company or the Subsidiary to any damage or penalty in any civil, criminal or governmental litigation or proceeding,
(ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect
the assets, business, operations or prospects of the Company or the Subsidiary. Each of the Company and the Subsidiary has taken reasonable
steps to ensure that its accounting controls and procedures are sufficient to cause the Company and the Subsidiary to comply in all material
respects with the Foreign Corrupt Practices Act of 1977, as amended.
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2.21
Compliance with OFAC. Neither the Company, the Subsidiary
nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company, the Subsidiary nor any other
person acting on behalf of the Company or the Subsidiary, is currently, or is owned or controlled by one or more persons that are, (i)
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s
Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located,
organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran,
North Korea, Syria (prior to July 1, 2025), Russia, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic, the Crimea region of Ukraine and the non-government controlled areas of Zaporizhzhia and Kherson (each, a “Sanctioned
Country”); and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any Sanctions. Since April 24, 2019, neither the Company nor the Subsidiary have knowingly
engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of
the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
2.22
Money Laundering Laws. To the Company’s knowledge
after due inquiry, the operations of the Company and the Subsidiary are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action,
suit or proceeding by or before any Governmental Entity involving the Company or the Subsidiary with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Company, threatened.
2.23
Forward-Looking Statements. No forward-looking statement
(within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in either the Registration
Statement, the Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith.
2.24
Officers’ Certificate. Any certificate signed by any
duly authorized officer of the Company and delivered to you or to Underwriter’s Counsel shall be deemed a representation and warranty
by the Company to the Underwriter as to the matters covered thereby.
2.25
Lock-Up Agreements. Schedule 2 hereto contains a
complete and accurate list of the Company’s executive officers and directors (collectively, the “Lock-Up Parties”).
The Company has caused each of the Lock-Up Parties to deliver to the Underwriter an executed Lock-Up Agreement, in the form attached hereto
as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement.
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2.26
Subsidiary. The Company owns 99.0% of the capital stock
and/or the equity interests in ClearSign Asia Limited, a Hong Kong corporation (the “Subsidiary”). The Company has
no other interest, nominal or beneficial, direct or indirect, in any other corporation, partnership, limited liability company, joint
venture or other business entity. All of the outstanding shares of capital stock and/or equity interests of the Subsidiary have been duly
authorized and validly issued, are fully paid and non-assessable and, except to the extent set forth in the Registration Statement or
the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim,
lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. Except as disclosed in
the Registration Statement or the Prospectus, no director, officer, or key employee of the Company named in the Prospectus holds any direct
equity, debt or other pecuniary interest in the Subsidiary or, to the best of the Company’s knowledge, any individual or entity
with whom the Company or the Subsidiary does business or with which it is in privity of contract.
2.27
Related Party Transactions.
2.27.1
Business Relationships. There are no business relationships
or related party transactions involving the Company or the Subsidiary or any other person required to be described in the Registration
Statement, the Disclosure Package and the Prospectus that have not been described as required.
2.27.2
No Relationships with Customers and Suppliers. No relationship,
direct or indirect, exists between or among the Company or the Subsidiary on the one hand, and the directors, officers, 5% or greater
stockholders, customers or suppliers of the Company or the Subsidiary or any of the Company’s affiliates on the other hand, which
is required to be described in the Registration Statement, the Disclosure Package and the Prospectus or a document incorporated by reference
therein and which is not so described.
2.27.3
No Unconsolidated Entities. There are no transactions, arrangements
or other relationships between and/or among the Company or the Subsidiary, any of the Company’s affiliates (as such term is defined
in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose
or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity or the availability of
or requirements for its capital resources required to be described in the Disclosure Package and the Prospectus or a document incorporated
by reference therein which have not been described as required.
2.27.4
No Loans or Advances to Affiliates. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the
Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
disclosed in the Registration Statement, the Disclosure Package and the Prospectus. All transactions by the Company with its officers
or directors or control persons of the Company have been duly approved by the Board of Directors of the Company (the “Board”).
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2.28
Board of Directors. The Board is comprised of the persons
set forth in the Company’s proxy statement on Schedule 14A filed with the Commission on April 28, 2026, and incorporated by reference
into each Preliminary Prospectus and the Prospectus. The qualifications of the persons serving as Board members and the overall composition
of the Board comply with the Exchange Act, the rules and regulations of the Commission under the Exchange Act Regulations, the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing
rules of the NasdaqCM. At least one member of the Audit and Risk Committee of the Board (the “Audit Committee”) qualifies
as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the NasdaqCM.
In addition, at least a majority of persons serving on the Board qualify as “independent,” as defined under the listing rules
of the NasdaqCM.
2.29
Sarbanes-Oxley Compliance.
2.29.1
Disclosure Controls. The Company has developed and currently
maintains disclosure controls and procedures that comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls
and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms and includes, without limitation, controls and procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
2.29.2
Compliance. The Company is, or at the Applicable Time and
on the Closing Date and each Option Closing Date, if any, will be, in material compliance with the provisions of the Sarbanes-Oxley Act
applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future
compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley
Act.
2.30
Accounting Controls. The Company maintains systems of “internal
control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with
the requirements of the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial
officer, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements. Except as disclosed in the Registration Statement, the Disclosure Package and
the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit
Committee have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to
adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known
to the Company’s management, whether or not material, that involves management or other employees who have a significant role in
the Company’s internal controls over financial reporting.
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2.31
No Investment Company Status. The Company is not and, after
giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Disclosure Package
and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act
of 1940, as amended.
2.32
No Labor Disputes. No labor dispute with the employees of
the Company or the Subsidiary exists or, to the knowledge of the Company or the Subsidiary, is imminent. The Company is not aware that
any key employee or significant group of employees of the Company or the Subsidiary plans to terminate employment with the Company or
the Subsidiary.
2.33
Intellectual Property Rights. The Company owns or possesses
or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service
mark registrations, copyrights, licenses, inventions, trade secrets software, databases, know-how, internet domain names, other unpatented
and/or unpatentable proprietary confidential information systems, processes or procedures and similar rights (“Intellectual Property
Rights”) necessary for the conduct of the business of the Company and the Subsidiary as currently carried on and as described
in the Registration Statement, the Disclosure Package and the Prospectus. The Intellectual Property Rights licenses described in the Registration
Statement, Disclosure Package and the Prospectus are valid, binding upon and enforceable against the parties thereto in accordance with
their respective terms. To the knowledge of the Company, no action or use by the Company or the Subsidiary necessary for the conduct of
its business as currently carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus will involve
or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor
the Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others.
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge
of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned
by the Company or the Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or
claim by others challenging the rights of the Company or the Subsidiary in or to any such Intellectual Property Rights, and the Company
is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together
with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual
Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company or
the Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is
no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim
that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result
in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others that the Company or the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other
proprietary rights of others, neither the Company nor the Subsidiary has received any written notice of such claim and the Company is
unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together
with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s
knowledge, no employee of the Company or the Subsidiary is in or has ever been in violation in any material respect of any term of any
employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s
employment with the Company or the Subsidiary, or actions undertaken by the employee while employed with the Company or the Subsidiary
and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge,
all material technical information developed by and belonging to the Company or the Subsidiary which has not been patented has been kept
confidential. Neither the Company nor the Subsidiary is a party to or bound by any options, licenses or agreements with respect to the
Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Disclosure
Package and the Prospectus and are not described therein. The Registration Statement, the Disclosure Package and the Prospectus contain
in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the
Company or the Subsidiary has been obtained or is being used by the Company in violation of any contractual obligation binding on the
Company or the Subsidiary or, to the Company’s knowledge, any of their officers, directors or employees, or otherwise in violation
of the rights of any persons.
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2.34
Taxes. Each of the Company and the Subsidiary has filed
all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions
of time for the filing thereof. Each of the Company and the Subsidiary has paid all taxes (as hereinafter defined) shown as due on such
returns that were filed and has paid all taxes imposed on or assessed against the Company or the Subsidiary. The provisions for taxes
payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued
and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except
as disclosed in writing to the Underwriter, (i) no issues have been raised (and are currently pending) by any taxing authority in connection
with any of the returns or taxes asserted as due from the Company or the Subsidiary, and (ii) no waivers of statutes of limitation with
respect to the returns or collection of taxes have been given by or requested from the Company or the Subsidiary. There are no tax liens
against the assets, properties or business of the Company or the Subsidiary. The term “taxes” means all federal, state,
local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax
or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements
and other documents required to be filed in respect to taxes.
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2.35
Compliance with Environmental Laws. Except as described
in the Registration Statement, the Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, result in
a Material Adverse Change, (i) neither the Company nor the Subsidiary is in violation of any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without
limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (ii) each of the Company and the Subsidiary has all material permits, authorizations and approvals required under any
applicable Environmental Laws and is in compliance with their requirements, (iii) there are no pending or, to the Company’s knowledge,
threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental Law against the Company or the Subsidiary and (iv) to the Company’s
knowledge, there are no events, conditions, incidents or circumstances that might reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting
the Company or the Subsidiary relating to Hazardous Materials or any Environmental Laws.
2.36
ERISA Compliance. The Company, the Subsidiary and any “employee
benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published
interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or its “ERISA Affiliates”
(as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to
the Company, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of
1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company is
a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any
“employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates. No “employee benefit
plan” established or maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were
terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any
of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each
“employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified
under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure
to act, which would cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute
a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either
alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise),
acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company other
than an event that is not material to the financial condition or business of the Company and the Subsidiary taken as a whole.
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2.37
Compliance with Laws. Each of the Company and the Subsidiary:
(A) is and at all times has been in material compliance with all statutes, rules, or regulations applicable to the conduct of the business
of the Company or the Subsidiary (collectively, the “Applicable Laws”), except as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other
correspondence or notice from any other Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations;
(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material
violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any Governmental Entity or third party alleging that any of the Company’s activities
is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering
any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any Governmental
Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that
any such governmental authority is considering such action; and (F) has filed, obtained, maintained or submitted all material reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws
or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or
amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).
2.38
Company IT Systems. Except as described in the Registration
Statement, the Disclosure Package and the Prospectus, the Company owns or has a valid right to access and use all computer systems, networks,
hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions necessary
for the conduct of its business (the “Company IT Systems”), except where the failure to own or have the right to access
the Company IT Systems would not reasonably be expected to have a Material Adverse Effect. The Company IT Systems are adequate for, and
operate and perform in all material respects as required in connection with, the operation of the business of the Company as currently
conducted except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.
2.39
Smaller Reporting Company. As of the effective date of the
Registration Statement and the date of this Agreement, the Company was a “smaller reporting company,” as defined in Rule 12b-2
of the Exchange Act Regulations.
2.40
Industry Data. The statistical and market-related data included
in each of the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the Company
reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on
the basis of data derived from such sources.
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2.41
Margin Securities. Neither the Company nor the Subsidiary
owns any “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System
(the “Federal Reserve Board”), and none of the proceeds of the Offering will be used, directly or indirectly, for the
purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred
to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considered
a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.42
Integration. Neither the Company nor the Subsidiary or affiliates,
nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the Company for purposes
of the Securities Act that would require the registration of any such securities under the Securities Act.
2.43
Title to Real and Personal Property. Each of the Company
and the Subsidiary has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or
personal property that are material to the business of the Company and the Subsidiary taken as a whole, free and clear of all liens, encumbrances,
security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere
with the use made of such property by the Company or the Subsidiary; and all of the leases and subleases material to the business of the
Company and the Subsidiary taken as a whole, and under which the Company or the Subsidiary holds properties described in the Registration
Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the
Company nor the Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights
of the Company or the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company
or the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result
in a Material Adverse Change.
2.44
Confidentiality and Non-Competition Agreements. To the Company’s
knowledge, no director, officer, key employee or consultant of the Company or the Subsidiary is subject to any confidentiality, non-disclosure,
non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect his ability to
be and act in his respective capacity of the Company or the Subsidiary or result in a Material Adverse Change.
2.45
Corporate Records. The minute books of the Company and the
Subsidiary have been made available to the Underwriter and the Underwriter’s Counsel, and such books (i) contain a summary of all
meetings and actions of the Board (including each of its committees) and stockholders of the Company, and (ii) reflect all material transactions
referred to in such minutes.
2.46
Diligence Materials. The Company has provided to the Company
and the Underwriter’s Counsel all materials responsive in all material respects to the diligence requests, if any, submitted to
the Company or its counsel by the Underwriter.
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2.47
Nasdaq Marketplace Rules. The Company is, and after giving
effect to the Offering will be, in compliance in all material respects with all applicable corporate governance requirements set forth
in the Nasdaq Marketplace Rules.
3.
Covenants of the Company. The Company covenants and agrees
as follows:
3.1 Amendments to Registration Statement. The Company shall
deliver to the Underwriter, prior to filing, any amendment or supplement to the Registration Statement, any Preliminary Prospectus, any
issuer Free Writing Prospectus, the Disclosure Package or the Prospectus proposed to be filed after the Effective Date and not file any
such amendment, supplement or document to which the Underwriter shall reasonably object in writing.
3.2
Federal Securities Laws.
3.2.1
Compliance. The Company, subject to Section 3.2.2,
shall comply with the requirements of Rule 424(b) and Rule 430B of the Securities Act Regulations, and will notify the Underwriter promptly,
and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or any amendment or supplement
to any Preliminary Prospectus, the Disclosure Package or the Prospectus shall have been filed and when any post-effective amendment to
the Registration Statement shall become effective; (ii) of the receipt of any comments from the Commission; (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure
Package or the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus, or of the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the
Securities Act concerning the Registration Statement; and (v) if the Company becomes the subject of a proceeding under Section 8A of the
Securities Act in connection with the Offering of the Public Securities. The Company shall effect all filings required under Rule 424(b)
of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)),
and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule
424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company
shall use its commercially reasonable efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order
is issued, to obtain the lifting thereof at the earliest possible moment.
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3.2.2
Continued Compliance. The Company shall comply with the
Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the
distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and
the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172
of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection
with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion
of Underwriter’s Counsel or Company Counsel (as defined below), to (i) amend the Registration Statement in order that the Registration
Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure
Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered
to a purchaser; or (iii) amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus, as the case
may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A)
give the Underwriter notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission
or to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount
of time prior to any proposed filing or use, furnish the Underwriter with copies of any such amendment or supplement; and (C) file with
the Commission any such amendment or supplement; provided, however, that the Company shall not file or use any such amendment or
supplement to which the Underwriter or Underwriter’s Counsel shall reasonably object. The Company will furnish to the Underwriter
such number of copies of such amendment or supplement as the Underwriter may reasonably request. The Company will give the Underwriter
notice of its intention to make any such filing from the Applicable Time until the earlier of the last Option Closing Date, if any, and
the expiration date of the Overallotment Option and will furnish the Underwriter with copies of the related document(s) a reasonable amount
of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Underwriter or Underwriter’s
Counsel shall reasonably object.
3.2.3
Exchange Act Registration. For a period of two (2) years
after the date of this Agreement, the Company shall use its commercially reasonable efforts to maintain the registration of the Common
Stock under the Exchange Act. For a period of two (2) years after the date of this Agreement, the Company shall not deregister the Common
Stock under the Exchange Act without the prior written consent of the Underwriter, which consent shall not unreasonably be withheld.
3.2.3.1
Free Writing Prospectuses. The Company agrees that, unless it obtains
the prior written consent of the Underwriter, it shall not make any offer relating to the Public Securities that would constitute an Issuer
Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to
be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Underwriter shall
be deemed to have consented to each Issuer General Use Free Writing Prospectus listed in Schedule 1-B and any “road show
that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Underwriter. The Company
represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by
the Underwriter as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with
the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and
record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company
will promptly notify the Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
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3.3
Delivery to the Underwriter of Registration Statements.
The Company has delivered or made available or shall deliver or make available to the Underwriter and Underwriter’s Counsel, without
charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith)
and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter, without charge, a conformed copy
of the Registration Statement as originally filed and each amendment thereto (without exhibits) for the Underwriter. The copies of the
Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.4 Delivery to the Underwriter of Prospectuses. The Company
has delivered or made available or will deliver or make available to the Underwriter, without charge, as many copies of each Preliminary
Prospectus and the Disclosure Package as the Underwriter reasonably requests, and the Company hereby consents to the use of such copies
for purposes permitted by the Securities Act. The Company will furnish to the Underwriter, without charge, during the period when a prospectus
relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be) required
to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.5 Effectiveness and Events Requiring Notice to the Underwriter.
The Company shall use commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus
for at least nine (9) months after the Applicable Time. The Company shall notify the Underwriter immediately and confirm the notice in
writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any
stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing
of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional
information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that,
in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Disclosure Package or the
Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein
not misleading, or (b) in the Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such
qualification at any time, the Company shall use its commercially reasonable efforts to promptly obtain the lifting of such order.
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3.6
Review of Financial Statements. For a period of three
(3) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public
accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding
the announcement of any quarterly financial information.
3.7
Listing. The Company shall use its commercially reasonable
efforts to maintain the listing of the Common Stock (including the Public Securities) on the NasdaqCM for at least two (2) years from
the date of this Agreement.
3.8
Reports to the Underwriter.
3.8.1
Periodic Reports. For a period of two (2) years after the
date of this Agreement, the Company shall furnish or make available to the Underwriter copies of such financial statements and other periodic
and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also promptly furnish
to the Underwriter: (i) a copy of each periodic report the Company shall be required to file with the Commission under the Exchange Act
and the Exchange Act Regulations; (ii) a copy of every press release and every news item and article with respect to the Company or its
affairs which was released by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv) five copies of each registration
statement filed by the Company under the Securities Act; (v) a copy of each report or other communication furnished to stockholders; and
(vi) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as
the Underwriter may from time to time reasonably request; provided the Underwriter shall sign, if requested by the Company, a Regulation
FD compliant confidentiality agreement which is reasonably acceptable to the Underwriter and Underwriter’s Counsel in connection
with the Underwriter’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed
to have been delivered to the Underwriter pursuant to this Section 3.8.1.
3.8.2
Transfer Agent; Transfer Sheets. For a period of two (2)
years after the date of this Agreement, the Company shall retain a transfer agent and registrar acceptable to the Underwriter (the “Transfer
Agent”). VStock Transfer, LLC is acceptable to the Underwriter to act as Transfer Agent for the Common Stock.
3.8.3
Trading Reports. For a period of two (2) years after the
date of this Agreement, the Company shall provide to the Underwriter, at the Company’s expense, such reports published by NasdaqCM
relating to price trading of the Public Securities, as the Underwriter shall reasonably request; provided that such provision shall not
prevent a sale, merger or similar transaction involving the Company.
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3.8.4
Payment of Expenses. The Company hereby agrees to pay on
the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Public Securities to be sold in the Offering (including the Additional Shares) with the Commission,
(b) all filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriter) incurred in connection
with qualification of the Public Securities for sale under the laws of such jurisdictions as the Underwriter designates, (c) costs and
expenses related to the review of the Offering by FINRA, including all filing fees and the reasonable fees and disbursements of counsel
to the Underwriter relating to such review, (d) costs and reasonable expenses relating to investor presentations or any “road show”
in connection with the Offering, including, without limitation, the costs of recording and hosting on the Internet of the Company’s
road show presentation and any reasonable travel expenses of the Company’s officers and employees and any other expenses of the
Company, (e) fees and expenses incident to listing or continued listing of the Public Securities on the NasdaqCM and on such other stock
exchanges as the Company and the Underwriter together determine, (f) the fees, disbursements and expenses of the Company’s counsel,
accountants and other advisors in connection with the Offering, (g) expenses incurred in preparing, printing and distributing each Preliminary
Prospectus and the Prospectus (including any amendments and supplements thereto) to the Underwriter and for expenses incurred for preparing,
printing and distributing any issuer free writing prospectuses to investors or prospective investors, (h) reasonable fees, disbursements
and expenses of the Underwriter’s counsel, (i) the costs and expenses of a public relations firm selected by the Company, if any,
(i) the costs of preparing, printing and delivering certificates representing the Public Securities, (j) fees and expenses of the transfer
agent for the delivery of the Public Securities of Shares, (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of
securities from the Company to the Underwriter, (l) to the extent approved by the Company in writing, the costs associated with post-closing
advertising of the Offering in the national editions of the Wall Street Journal and New York Times, (m) fees, expenses and disbursements
relating to background checks of the Company’s officers and directors in connection with the Offering; provided, however,
that the maximum amount of fees, costs and expenses incurred by the Underwriter with respect to subparagraphs (a) through (m)
above, including, without limitation, the fees, disbursements and expenses of counsel to the Underwriter, that the Company shall be required
to pay under this Section 3.8.4 shall not exceed $85,000. The Underwriter may deduct from the net proceeds of the Offering
payable to the Company on the Closing Date or any Option Closing Date, the expenses set forth herein to be paid by the Company to the
Underwriter.
3.9
Application of Net Proceeds. The Company shall apply the
net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use
of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus.
3.10
Delivery of Earnings Statements to Security Holders. The
Company shall make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth
(15th) full calendar month following the date of this Agreement, an earnings statement
(which need not be certified by an independent registered public accounting firm unless required by the Securities Act or the Securities
Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of
at least twelve (12) consecutive months ending after the date of this Agreement.
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3.11
Stabilization. Neither the Company nor, to its knowledge,
any of its employees, directors or stockholders (without the consent of the Underwriter), has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange
Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public
Securities.
3.12
Internal Controls. The Company shall use commercially reasonable
efforts to maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the
issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
3.13 Accountants.
The Company shall retain an independent registered public accounting firm, as required by the Securities Act and the Regulations and
the Public Company Accounting Oversight Board, reasonably acceptable to the Underwriter, and the Company shall continue to retain an
independent registered public accounting firm for a period of at least three (3) years after the date of this Agreement. The Underwriter
acknowledges that the Auditor is acceptable to the Underwriter.
3.14
FINRA. For a period of sixty (60) days from the later of
the Closing Date or the last Option Closing Date, if any, the Company shall advise the Underwriter (who shall make an appropriate filing
with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 10% or more of any
class of the Company’s securities, or (iii) any beneficial owner of the Company’s unregistered equity securities which were
acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated person
of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
3.15
No Fiduciary Duties. The Company acknowledges and
agrees that the Underwriter’s responsibility to the Company is solely contractual in nature and that none of the Underwriter or
its affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the
Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.
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3.16
Company Lock-Up Agreements.
3.16.1
Restriction on Sales of Capital Stock. The Company, on behalf
of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of ninety
(90) days after the date of this Agreement (the “Lock-Up Period”), (a) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into
or exercisable or exchangeable for shares of capital stock of the Company, (b) file or cause to be filed any registration statement with
the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company or (c) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described
in clause (a), (b) or (c) above is to be settled by delivery of shares of capital stock of the Company or such other
securities, in cash or otherwise. The restrictions contained in this Section 3.16.1 shall not apply to (i) sales of shares of capital
stock of the Company under any trading plan pursuant to Rule 10b5-1 under the Exchange Act, existing as of the date of the Underwriting
Agreement, (ii) the Public Securities to be sold hereunder, (iii) the issuance by the Company of shares of capital stock of the Company
upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, (iv) the issuance
by the Company of equity awards of the Company under any equity compensation plan of the Company, including but not limited to the Company’s
2021 Equity Incentive Plan and the Company’s 2013 Consultant Plan (in each case as amended and/or restated from time to time), (v)
the issuance by the Company of shares of capital stock of the Company or securities convertible into, exchangeable for or that represent
the right to receive shares of capital stock of the Company in connection with the acquisition by the Company of the securities, business,
technology, property or other assets of another person or entity, (vi) the sale of shares of capital stock of the Company to cover the
payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation
plan of the Company, or (vii) shares issued pursuant to the ATM Sales Agreement, provided, however that no shares shall be issued pursuant
to the ATM Sales Agreement for a period of thirty (30) days after the date of this Agreement, unless otherwise agreed to by the Underwriter.
3.16.2
Restriction on Continuous Offerings. Notwithstanding the
restrictions and exceptions contained in Section 3.16.1, the Company, on behalf of itself and any successor entity, agrees that,
without the prior written consent of the Underwriter, it will not, for a period of ninety (90) days after the date of this Agreement,
directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant
any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or
exchangeable for shares of capital stock of the Company; provided, however, that the foregoing restriction shall not apply to shares
issued pursuant to the ATM Sales Agreement after the first thirty (30) days following the date of this Agreement.
3.17
Release of Lock-up Period. If the Underwriter, in its sole
discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.25 for an officer
or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before
the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially
in the form of Exhibit B hereto through a major news service at least two (2) Business Days before the effective date of the release
or waiver.
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3.18
Blue Sky Qualifications. The Company shall use commercially
reasonable efforts, in cooperation with the Underwriter, if necessary, to qualify the Public Securities for offering and sale under the
applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriter may designate and to maintain
such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that
the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer
in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.
3.19
Reporting Requirements. The Company, during the period when
a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered
under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time
periods required by the Exchange Act and Exchange Act Regulations.
3.20
Press Releases. Prior to the Closing Date and any Option
Closing Date, the Company shall not issue any press release or other communication directly or indirectly or hold any press conference
with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine
oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the
Underwriter is notified), without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld, unless
in the reasonable judgment of the Company and its counsel, and after notification to the Underwriter, such press release or communication
is required by law.
3.21
Sarbanes-Oxley. The Company shall use commercially reasonable
efforts to comply with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.
3.22
IRS Forms. The Company shall deliver to the Underwriter
(or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”)
Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
4.
Conditions of Underwriter’s Obligations. The obligations
of the Underwriter to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy
of the representations and warranties of the Company as of the date hereof, as of the Closing Date and each Option Closing Date, as applicable;
(ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company
of its obligations hereunder; and (iv) the following conditions:
4.1
Regulatory Matters.
4.1.1
Absence of Certain Commission Actions; Required Filings.
The Registration Statement is effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary
Prospectus, the Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under
the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part
of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have
been complied with to the reasonable satisfaction of the Underwriter. The Prospectus containing the Rule 430A Information shall have been
filed with the Commission in the manner and within the time frame required by Rule 424(b) of the Securities Act Regulations (without reliance
on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the
Commission in accordance with the requirements of Rule 430B under the Securities Act Regulations.
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4.1.2 FINRA Clearance. The non-objection letter issued by FINRA
with respect to the Registration Statement shall not have been rescinded, withdrawn or suspended, nor shall FINRA have raised any subsequent
objection to, or issued comments with respect to, the amount of compensation allowable or payable to the Underwriter as described in the
Registration Statement.
4.1.3
NasdaqCM Market Clearance. The Company shall have submitted
the Listing of Additional Shares Notification Form to the NasdaqCM with respect to the Offering of the Public Securities and the NasdaqCM
shall not have raised any objection to the submission prior the Closing Date or each Option Closing Date, as applicable.
4.2
Counsel Matters.
4.2.1
Closing Date Opinion of Counsel to the Company. On the Closing
Date and each Option Closing Date, if any, the Underwriter shall have received: (i) the favorable opinion and negative assurance letter
of Mitchell Silberberg & Knupp LLP, counsel to the Company (“Company Counsel”) and (ii) the favorable opinion of
Crowe Dunlevy LLP, intellectual property counsel to the Company (“IP Counsel”), related to certain intellectual property
matters, in each case, dated the Closing Date and each Option Closing Date, as applicable, and addressed to the Underwriter in form and
substance reasonably satisfactory to the Underwriter.
4.2.2
Opinion of Underwriter’s Counsel. On the Closing Date
and each Option Closing Date, if any, the Underwriter shall have received from Underwriter’s Counsel negative assurance letter of
Underwriter’s Counsel, dated the Closing Date and each Option Closing Date, as applicable.
4.2.3
Reliance. In rendering such opinion, Company Counsel and
IP Counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in
which it is admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion
or opinions (in form and substance reasonably satisfactory to the Underwriter) of other counsel reasonably acceptable to the Underwriter,
familiar with the applicable laws; and (ii) as to matters of fact, to the extent is deems proper, on certificates or other written statements
of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence
or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Underwriter’s
Counsel if requested. The opinions of counsel referred to in Sections 4.2.1 above shall include a statement to the effect that
it may be relied upon by Underwriter’s Counsel in its opinion delivered to the Underwriter.
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4.3
Comfort Letters.
4.3.1
Cold Comfort Letter. At the time this Agreement is executed
you shall have received a cold comfort letter containing statements and information of the type customarily included in accountants’
comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the
Disclosure Package and the Prospectus, addressed to the Underwriter and in form and substance satisfactory in all respects to you and
to the Auditor, dated as of the date of this Agreement, from the Auditor.
4.3.2
Bring-down Comfort Letter. At the Closing Date and each
Option Closing Date, if any, the Underwriter shall have received from the Auditor a letter, dated as of the Closing Date or such Option
Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section
4.3.1, except that the specified date referred to shall be a date not more than three (3) Business Days prior to the Closing Date
or Option Closing Date, as applicable.
4.4
Officers’ Certificates.
4.4.1
Officers’ Certificate. The Company shall have furnished
to the Underwriter a certificate, dated the Closing Date and each Option Closing Date, as applicable, of its Chief Executive Officer and
its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Disclosure Package,
any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as
of the Applicable Time and as of the Closing Date or such Option Closing Date, as applicable, did not include any untrue statement of
a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading, and the Disclosure Package, as of the Applicable Time and as of the Closing Date and such Option Closing Date, as applicable,
any Issuer Free Writing Prospectus as of its date and as of the Closing Date and such Option Closing Date, as applicable, the Prospectus
and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date or Option Closing Date, as applicable,
did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not misleading, (ii) since the date of this Agreement, no event has
occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Disclosure Package or the Prospectus,
(iii) to the best of their knowledge after reasonable investigation, as of the Closing Date or such Option Closing Date, as applicable,
the representations and warranties of the Company in this Agreement are true and correct in all material respects, except for such representations
and warranties qualified by materiality or material adverse change which shall be true and correct in all respects and the Company has
complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date or such Option Closing Date, as applicable, and (iv) there has not been, subsequent to the date of the
most recent audited financial statements included or incorporated by reference in the Disclosure Package, any material adverse change
in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate,
would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise),
results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus.
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4.4.2
Secretary’s Certificate. At the Closing Date and each
Option Closing Date, if any, the Underwriter shall have received a certificate of the Company signed by the Secretary of the Company,
dated the Closing Date or such Option Closing Date, as applicable, certifying: (i) that each of the Charter and the Bylaws is true and
complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Board and/or any committee thereof relating
to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence
between the Company or Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.
4.5
No Material Changes. Prior to and on the Closing Date and
each Option Closing Date: (i) there shall have been no Material Adverse Change or development involving a prospective Material Adverse
Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which
such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus; (ii) no action, suit or proceeding,
at law or in equity, shall have been pending or threatened against the Company or any director or officer before or by any court or federal
or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely
affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement,
the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor
shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation
or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public
Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company
or the Subsidiary; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction
shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially
materially and adversely affect the business or operations of the Company or the Subsidiary; and (vi) the Registration Statement, the
Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required
to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects
to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package,
the Prospectus nor any Issuer Free Writing Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
4.6
Corporate Proceedings. All corporate proceedings and other
legal matters incident to the authorization, form and validity of each of this Agreement, the Public Securities, the Registration Statement,
the Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement
and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to Underwriter’s
Counsel and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.
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4.7
Delivery of Agreements. On or before the date of this Agreement,
the Company shall have delivered to the Underwriter executed copies of the Lock-Up Agreements from each of the persons listed in Schedule
2 hereto.
4.8
Additional Documents. At the Closing Date and each Option
Closing Date, if any, Underwriter’s Counsel shall have been furnished with such documents and opinions as they may require for the
purpose of enabling Underwriter’s Counsel to deliver an opinion to the Underwriter, or in order to evidence the accuracy of any
of the representations or warranties, or the fulfilment of any of the conditions, herein contained; and all proceedings taken by the Company
in connection with the issuance and sale of the Public Securities as herein contemplated shall be satisfactory in form and substance to
the Underwriter and Underwriter’s Counsel.
5.
Indemnification.
5.1
Indemnification by the Company. The Company shall indemnify
and hold harmless the Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives
and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified
Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect
thereof), to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, (B) the omission
or alleged omission to state in any Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, any “issuer
information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement
or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to
be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of
the Company contained herein or any certificate delivered pursuant to this Agreement or failure of the Company to perform its obligations
hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Company in connection with,
or relating in any manner to, this Agreement, the Public Securities or the Offering, and which is included as part of or referred to in
any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause
(A), (B) or (C) above of this Section 5.1 (provided that the Company shall not be liable in the case of
any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction
that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be
taken by the Underwriter through its gross negligence, fraud or willful misconduct), and shall reimburse the Underwriter Indemnified Party
promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with
investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred
in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are
incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim,
damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Prospectus, the Disclosure
Package, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus
made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically
for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement
is not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies
which may otherwise be available at law or in equity to each Underwriter Indemnified Party.
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5.2
Indemnification by the Underwriter. The Underwriter shall
indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively,
the “Company Indemnified Parties,” and each a “Company Indemnified Party”) against any loss, claim,
damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified
Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation
or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any
Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities
Act Regulations, any Registration Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or
(ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed
or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement, the Disclosure Package,
or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue
statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of
the Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information
and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by any Company Indemnified Party
in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any
such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the
provisions of this Section 5.2, in no event shall any indemnity by the Underwriter under this Section 5.2 exceed the total
discount and commission received by the Underwriter in connection with the Offering.
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5.3
Procedure. Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof
is to be made against an indemnifying party under this Section 5, notify such indemnifying party in writing of the commencement
of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 5 except to the extent it has been materially adversely prejudiced by such failure; and,
provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified
party otherwise than under this Section 5. If any such action shall be brought against an indemnified party, and it shall notify
the indemnifying party thereof, the indemnifying party shall assume the defense of such action with counsel reasonably satisfactory to
the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying
party). After notice from the indemnifying party to the indemnified party of its assumption of the defense of such action, except as provided
herein, the indemnifying party shall not be liable to the indemnified party under Section 5 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided,
however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the
defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense
of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of
a claim for indemnification under Section 5.1 or the Underwriter in the case of a claim for indemnification under Section 5.2,
(ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice
of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in
which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently
defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying
party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense
of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time any such indemnified party (in addition
to any local counsel), which firm shall be designated in writing by the Underwriter if the indemnified party under this Section 5
is an Underwriter Indemnified Party or by the Company if an indemnified party under this Section 5 is a Company Indemnified
Party. Subject to this Section 5.3, the amount payable by an indemnifying party under Section 5 shall include, but not be
limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing
to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action,
investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending
or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section
5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party
from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party
shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent
(which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably
withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold
harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any
time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written
consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request
for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior
to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.
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5.4
Contribution. If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an indemnified party under Section 5.1 or Section 5.2,
then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid, payable or otherwise
incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action, investigation or proceeding
in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriter on the other hand from the Offering, or (ii) if the allocation provided by clause (i) of this
Section 5.4 is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) of this Section 5.4 but also the relative fault of the Company on the one hand and the Underwriter
on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim, damage, expense or
liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriter on the other with respect to such offering shall be deemed
to be in the same proportion as the total proceeds from the Offering purchased under this Agreement (before deducting expenses) received
by the Company bear to the total underwriting discount and commissions received by the Underwriter in connection with the Offering, in
each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriter
on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriter
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the
Company by or on behalf of the Underwriter for use in any Preliminary Prospectus, any Registration Statement, the Disclosure Package or
the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriter’s Information. The Company and the
Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 5.4 be determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or proceeding
referred to above in this Section 5.4 shall be deemed to include, for purposes of this Section 5.4, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing
as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action,
investigation or proceeding. Notwithstanding the provisions of this Section 5.4, the Underwriter shall not be required to contribute
any amount in excess of the total discount and commission received by the Underwriter in connection with the Offering less the amount
of any damages which the Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement, omission
or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriter’s obligation to contribute as provided in this Section 5.4 are
several and in proportion to their respective underwriting obligation, and not joint.
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6.
Additional Covenants.
6.1
Board Composition and Board Designations. The Company shall
ensure that: (i) the qualifications of the persons serving as members of the Board and its overall composition comply with the Sarbanes-Oxley
Act, the Exchange Act and the listing rules of the NasdaqCM or any other national securities exchange, as the case may be, in the event
the Company seeks to have its Common Stock listed on another exchange or quoted on an automated quotation system, subject to any applicable
cure period, and (ii) if applicable, at least one member of the Audit Committee qualifies as an “audit committee financial expert,”
as such term is defined under Regulation S-K and the listing rules of the NasdaqCM.
6.2
Prohibition on Press Releases and Public Announcements.
Except with respect to the 2026 annual meeting of stockholders to be held on June 8, 2026, prior to the last Option Closing Date, if any,
the Company shall not issue any press release or other communication directly or indirectly or hold any press conference with respect
to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing
communications in the ordinary course of business and other customary press releases issued in the ordinary course of business, in each
case consistent with the past practices of the Company and of which the Underwriter is notified), without the prior written consent of
the Underwriter, which shall not to be withheld unreasonably, unless in the judgment of the Company and its counsel, and after notification
to the Underwriter, such press release or communication is required by law or applicable NasdaqCM rules.
7.
Effective Date of this Agreement and Termination Thereof.
7.1
Effective Date. This Agreement shall become effective when
both the Company and the Underwriter have executed the same and delivered counterparts of such signatures to the other party.
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7.2 Termination. The Underwriter shall have the right to terminate
this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted,
or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading
on the New York Stock Exchange or Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices
for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission
or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase
in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium
on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the
Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of
the Firm Shares or the Additional Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants
hereunder; or (viii) if the Underwriter shall have become aware after the date hereof of a Material Adverse Change in the conditions or
prospects of the Company, or if a material adverse change in general market conditions as in the Underwriter’s judgment would make
it impracticable to proceed with the Offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriter
for the sale of the Public Securities.
7.3
Expenses. Notwithstanding anything to the contrary in this
Agreement, in the event that the Offering is not consummated for any reason whatsoever, or this Agreement is terminated pursuant to Section
7.2, in each case within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated
to pay to the Underwriter up to $30,000 of its reasonable accountable out-of-pocket expenses related to the transactions contemplated
herein then due and payable (including the fees and disbursements of Underwriter’s Counsel), and upon demand the Company shall pay
the full amount then due and payable to the Underwriter on behalf of the Underwriter, subject to the foregoing expense cap; provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding
the foregoing, any advance received by the Underwriter will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(f)(2)(C).
7.4
Survival of Indemnification. Notwithstanding any contrary
provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement
is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected
by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
7.5 Representations, Warranties, Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Underwriter
or its affiliates or selling agents, any person controlling the Underwriter, its officers or directors or any person controlling the Company
or (ii) delivery of and payment for the Public Securities.
-37-
8.
Miscellaneous.
8.1
Notices. All communications hereunder, except as herein
otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), personally
delivered or sent by facsimile transmission and confirmed and shall be deemed given when so delivered or faxed and confirmed or if mailed,
two (2) days after such mailing.
If to the Underwriter:
Newbridge Securities Corporation
1200 North Federal Highway, Suite 400
Boca Raton, Florida 33432
Attn: Chad D. Champion, Senior
Managing Director – Head of Investment Banking and Capital Markets
Email:
Tel. No:
with a copy (which
shall not constitute notice) to:
Hunton Andrews Kurth LLP
1251 Avenue of the Americas, 20th Floor
New York, NY 10020
Attn: Richard Kronthal
Phil Haines
Email:
If to the Company:
ClearSign Technologies Corporation
8023 E. 63rd Place, Suite 101
Tulsa, Oklahoma
Attn: Colin James Deller, Chief Executive Officer
Brent Hinds, Chief Financial Officer
Email:
Tel. No:
with a copy (which shall not constitute notice)
to:
Mitchell Silberberg & Knupp LLP
437 Madison Avenue, 25th Floor
New York, New York 10022
Attn: Blake Baron
Email:
Tel. No:
8.2
Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions
of this Agreement.
-38-
8.3
Absence of Fiduciary Relationship. The Company acknowledges
and agrees that:
(i)
the Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter has been retained solely
to act as an underwriter in connection with the Offering and no fiduciary, advisory or agency relationship between the Company and the
Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether either the
Underwriter has advised or is advising the Company on other matters;
(ii) the price of the Public Securities set forth in this Agreement was established by the Company following discussions and arms-length
negotiations with the Underwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms,
risks and conditions of the transactions contemplated by this Agreement; and
(iii)
it has been advised that the Underwriter and its respective affiliates are engaged in a broad range of transactions which may involve
interests that differ from those of the Company and that the Underwriter has no obligation to disclose such interests and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship.
8.4 Research Analyst Independence. The Company acknowledges
that the Underwriter’s research analysts and research departments are required to be independent from its investment banking division
and are subject to certain regulations and internal policies, and that the Underwriter’s research analysts may hold views and make
statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from
the views of their investment banking division. The Company acknowledges that the Underwriter is a full service securities firm and as
such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the
account of its customers and hold long or short positions in debt or equity securities of the Company; provided, however,
that nothing in this Section 8.4 shall relieve the Underwriter of any responsibility or liability it may otherwise bear in connection
with activities in violation of applicable securities laws, rules or regulations.
8.5
Amendment. This Agreement may only be amended by a written
instrument executed by each of the parties hereto.
8.6
Entire Agreement. This Agreement (together with the other
agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.
8.7
Binding Effect. This Agreement shall inure solely to the
benefit of and shall be binding upon the Underwriter, the Company and the controlling persons, directors and officers referred to in Section
5, and their respective successors, legal representative, heirs and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriter.
-39-
8.8
Governing Law; Consent to Jurisdiction; Trial by Jury. This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect
to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating
in any way to this Agreement shall be brought and enforced in state and federal courts located in the Borough of Manhattan in the City
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed
to it at the address set forth in Section 8.1. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its stockholders and affiliates) and the Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
8.9
Execution in Counterparts. This Agreement may be executed
in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other parties hereto. This Agreement may be delivered via facsimile,
electronic mail (including pdf or any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com or www.echosign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8.10
Waiver, etc. The failure of any of the parties hereto to
at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor
to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce
each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this
Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement
of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
-40-
If the foregoing correctly
sets forth the understanding between the Underwriter and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
Very truly yours,
CLEARSIGN TECHNOLOGIES CORPORATION
By: /s/ Colin James Deller
Colin James Deller, Chief Executive Officer
Confirmed as of the date first written above mentioned:
NEWBRIDGE SECURITIES CORPORATION
By:
/s/ Chad D. Champion
Name:
Chad D. Champion
Title: Senior Managing Director,
Head of Investment Banking and Capital Markets
[Signature
Page]
Clearsign
Technologies Corporation – Underwriting Agreement
SCHEDULE
1-A
Pricing Information
Number of Firm Shares: 777,780
Number of Additional Shares: 116,667
Public Offering Price per Share: $4.33
Underwriting Discount per Share: $0.25980
Proceeds to Company per Share (before expenses):
$4.0702
Sch. 1-A-1
SCHEDULE
1-B
Issuer General Use Free Writing Prospectuses
None.
Sch. 1-B-1
SCHEDULE
2
List of Lock-Up Parties
Colin James Deller
Brent Hinds
Louis J. Basenese
Anthony DiGiandomenico
G. Todd Silva
Sch. 2-1
EXHIBIT
A
Form of Lock-Up Agreement
May 28, 2026
Newbridge Securities Corporation
1200 North Federal Highway
Boca Raton, Florida 33432
Ladies and Gentlemen:
The undersigned understands
that Newbridge Securities Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with ClearSign Technologies Corporation, a Delaware corporation (the “Company”), providing for
the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company
(the “Common Stock” or the “Securities”).
To induce the Underwriter
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date
of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”),
(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect
to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, except
as set forth in any agreements with the Company prior to the date hereof; or (4) publicly disclose the intention to make any offer, sale,
pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent
of the Underwriter in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion
of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent
sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift,
by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family
member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers or dispositions
by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or other
court order; (d) transfers of Lock-Up Securities to a charity or educational institution; (e) if the undersigned, or a family member,
directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up
Securities to such business entity or to any stockholder, partner or member of, or owner of similar equity interests in, the undersigned,
as the case may be; (f) the sales of Common Stock to cover the payment of the exercise prices or the payment of taxes associated with
the exercise or vesting of equity awards under any equity compensation plan of the Company; (g) if the undersigned is a corporation, partnership,
limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company,
trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of
1933, as amended) of the undersigned or (2) distributions of shares of Common Stock or any security convertible into or exercisable for
Common Stock to partners, members, stockholders, subsidiaries or affiliates of the undersigned; (h) if the undersigned is a trust, transfers
to the trustee or beneficiary of such trust; (i) transfers pursuant to the Underwriting Agreement; (j) transfers in connection with a
change of control of the Company; or (k) transfers pursuant to contract-based buy-backs by the Company, provided that in the case
of any transfer pursuant to the foregoing clauses (b), (c), (d), (e), (f), (g) or (h), it shall be a condition that (i) each transferee
shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement; (ii) the transferee/donee
agrees to be bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding
sentence) to the same extent as if the transferee/donee were a party hereto; and (iii) no filing under Section 16(a) of the Exchange Act
shall be required or shall be voluntarily made prior to the expiration of the Lock-Up Period, except for a Form 5. The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer
of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
Ex. A-1
In addition, the foregoing
restrictions shall not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant to an agreement with
the Company or the Company’s equity incentive plans or to the exercise, exchange or conversion by the undersigned of any other securities
exercisable or exchangeable for or convertible into Common Stock, as applicable; provided that it shall apply to any of the undersigned’s
Common Stock issued upon such exercise, vesting, exchange or conversion, (ii) the conversion or exercise of convertible debt or warrants;
provided that it shall apply to any of the undersigned’s Common Stock issued upon such conversion or exercise, or (iii) the establishment
of any new plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act;
provided that no sales of the undersigned’s Securities shall be made pursuant to such new Plan prior to the expiration of the Lock-Up
Period (as such may have been extended pursuant to the provisions hereof).
If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
or “friends and family” Common Stock that the undersigned may purchase in the Public Offering; (ii) the Underwriter agrees
that, at least three (3) Business Days (as that term is defined in the Underwriting Agreement) before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriter will notify the Company of
the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver
by press release through a major news service at least two (2) Business Days before the effective date of the release or waiver, if required
by the terms of the Underwriting Agreement. Any release or waiver granted by the Underwriter hereunder to any such officer or director
shall only be effective two (2) Business Days after the publication date of such press release. The provisions of this paragraph will
not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the
transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration
that such terms remain in effect at the time of such transfer.
Ex. A-2
The undersigned understands
that the Company and the Underwriter are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representative, successors and assigns.
The undersigned understands
that, if the Underwriting Agreement is not executed by June 30, 2026, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder,
then this lock-up agreement shall be void and of no further force or effect.
Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
Very truly yours,
(Name - Please Print)
(Signature)
(Name of Signatory, in the case of entities - Please Print)
(Title of Signatory, in the case of entities - Please Print)
Address:
Ex. A-3
EXHIBIT
B
Form of Press Release
CLEARSIGN TECHNOLOGIES CORPORATION
[Date]
ClearSign Technologies Corporation (the “Company”)
announced today that Newbridge Securities Corporation acting as Underwriter for the Company’s recent public offering of ____ shares
of the Company’s Common Stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s
Common Stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect
on _________, 20___, and the shares may be sold on or after such date.
This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
Ex. B-1
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2615953d1_ex5-1.htm · Sequence: 3
Exhibit 5.1
Mitchell
Silberberg & Knupp llp
A Law
Partnership Including Professional Corporations
June 1, 2026
ClearSign Technologies Corporation
8023 East 63rd Place, Suite 101
Tulsa, Oklahoma 74133
Re: ClearSign
Technologies Corporation – Registration Statement on Form S-3
Ladies and Gentlemen:
We
have acted as counsel to ClearSign Technologies Corporation, a Delaware corporation (the “Company”), in connection
with its filing of (i) a Registration Statement on Form S-3 (File No. 333-288736) (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”),
(ii) the base prospectus, dated as of July 28, 2025 (the “Base Prospectus”), included in the Registration
Statement, (iii) the preliminary prospectus supplement, dated as of May 28, 2026 (the “Preliminary Prospectus Supplement”),
and (iv) the final prospectus supplement, dated as of May 28, 2026 (the “Final Prospectus Supplement,” and
together with the Preliminary Prospectus Supplement, the “Prospectus Supplements,” and together with the Base Prospectus,
as supplemented from time to time by one or more prospectus supplements, the “Prospectus”), which Prospectus Supplements
were filed by the Company with the Commission on May 28, 2026 and June 1, 2026, respectively, pursuant to Rule 424 promulgated
under the Act. The Prospectus relates to the public offering of an aggregate of up to 894,447 shares (the “Shares”)
of the Company’s common stock, $0.0001 par value (the “Common Stock”), which includes 116,667 additional shares
of Common Stock that may be issued upon the exercise of the underwriter’s over-allotment option. The Shares are being sold pursuant
to an underwriting agreement, dated as of May 28, 2026, by and between Newbridge Securities Corporation, as the underwriter, and
the Company (the “Underwriting Agreement”).
We
have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and
authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other
than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or
included therein by the Company, and we express no opinion thereon.
This
opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly
stated herein with respect to the issuance of the Shares. This opinion is opining upon and is limited to the current federal laws of
the United States and the General Corporation Law of the State of Delaware. We express no opinion with respect to the effect or applicability
of the laws of any other jurisdiction. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation
to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect
or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or
regulation relating to securities, or to the sale or issuance thereof.
437
Madison Ave., 25th Floor, New York, New York 10022-7001
Phone: (212) 509-3900 Fax: (212) 509-7239 Website: www.msk.com
June 1, 2026
Page 2
We
express no opinion with respect to the enforceability of any agreement or instrument or any provision thereof (i) to the extent
such enforceability may be subject to, or affected by, applicable bankruptcy, insolvency, moratorium or similar state or federal laws
affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance laws) or general principles
of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (ii) providing for specific
performance, injunctive relief or other equitable remedies (regardless of whether such enforceability is sought in a proceeding in equity
or at law), (iii) providing for indemnification or contribution, which provisions may be limited by federal and state securities
laws or policies underlying such laws, (iv) requiring any waiver of stay or extension laws, diligent performance or other acts which
may be unenforceable under principles of public policy or (v) providing for a choice of law, jurisdiction or venue. We have assumed
that such agreements, instruments or provisions are enforceable.
Based
and relying upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance, and when
issued against payment therefor pursuant to the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission
on the date hereof and its incorporation by reference into the Registration Statement and we further consent to the reference to our
name under the caption “Legal Matters” in the Prospectus, which is a part of the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, and the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Mitchell Silberberg &
Knupp LLP
MITCHELL SILBERBERG & KNUPP
LLP
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2615953d1_ex99-1.htm · Sequence: 4
Exhibit 99.1
ClearSign Technologies Corporation Announces
Proposed Public Offering of Common Stock
Tulsa, OK. May 28, 2026 – ClearSign Technologies Corporation
(Nasdaq: CLIR) (“ClearSign” or the “Company”), a leader in advanced combustion and sensing technologies that help
industrial operators dramatically reduce emissions, increase efficiency and support the use of cleaner fuels including hydrogen, today
announces that it is proposing to sell shares of its common stock in an underwritten public offering (the “Public Offering”).
All of the shares in the Public Offering are to be sold by ClearSign. ClearSign intends to grant the underwriter a 30-day option to purchase
up to an additional 15% of the shares of common stock offered in the Public Offering at the Public Offering price, less the underwriting
discount.
ClearSign intends to use the net proceeds from the Public Offering
for working capital, research and development, marketing and sales, and general corporate purposes. The final terms of the Public Offering
will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether or when the Public Offering
may be completed, or as to the actual size or terms of the Public Offering.
Newbridge Securities Corporation is acting as the sole book-running
manager of the Public Offering.
The shares described above are being offered by ClearSign pursuant
to a shelf registration statement on Form S-3 (File No. 333-288736) previously filed with and subsequently declared effective
by the Securities and Exchange Commission (“SEC”). A preliminary prospectus supplement relating to the Public Offering
has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus
supplement describing the terms of the Public Offering will be filed with the SEC. The Public Offering will be made only by means
of the prospectus supplement and the accompanying base prospectus, as may be further supplemented by any free writing prospectus and/or
pricing supplement that the Company may file with the SEC. Copies of the preliminary prospectus supplement, and accompanying
base prospectus relating to this Public Offering, may be obtained from Newbridge Securities Corporation, Attn: Equity Syndicate Department,
1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, email: syndicate@newbridgesecurities.com, telephone: (877) 447-9625.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and develops products and
technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational
performance, energy efficiency, emission reduction, safety and the use of hydrogen as a fuel and overall cost-effectiveness. Our patented
technologies, embedded in established OEM products as ClearSign Core™, and ClearSign Eye™ and other sensing configurations,
enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil
production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries.
Cautionary Note on Forward-Looking Statements
All statements in this press release that are not based on historical
fact constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause the actual results of the Company to be materially different from historical results or from any future
results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties,
readers are urged to consider statements containing the terms “intends,” “estimates,” “may,” “might,”
“will” or other similar expressions to be uncertain and forward-looking. The Public Offering is subject to market and other
conditions and there can be no assurance as to whether or when the Public Offering may be completed or as to the actual size or terms
of the Public Offering. For further information on these and other risks and uncertainties that may affect the Company’s business,
see the “Risk Factors” section of the Company’s filings with the SEC, including ClearSign’s Annual Report on Form 10-K
filed with the SEC on March 31, 2026, Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 and the preliminary
prospectus supplement filed with the SEC on May 28, 2026. There can be no assurance that forward-looking information will prove to
be accurate, as actual results could differ materially from those anticipated in such statements. Accordingly, ClearSign cautions readers
not to place undue reliance on any forward-looking statements. The Company disclaims any intention to, and except as may be required by
law, undertakes no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur
or of which the Company hereafter becomes aware.
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2615953d1_ex99-2.htm · Sequence: 5
Exhibit 99.2
ClearSign Technologies
Corporation Prices Underwritten Public Offering of Common Stock
Tulsa, OK. May 29, 2026 – ClearSign Technologies Corporation
(Nasdaq: CLIR) (“ClearSign” or the “Company”), a leader in advanced combustion and sensing technologies that help
industrial operators dramatically reduce emissions, increase efficiency and support the use of cleaner fuels including hydrogen, today
announces the pricing of an underwritten public offering with primarily existing stockholders of 777,780 shares of its common stock (the
“Public Offering”) at a price to the public of $4.33 per share, for gross proceeds of $3,367,787. The Company
has also granted to the underwriter a 30-day option to purchase, at the same price per share as the underwriter paid for the initial shares,
up to an additional 15% of the shares of common stock offered in the Public Offering to cover over-allotments in connection with the Public
Offering, which if exercised in full would increase the gross proceeds to $3,872,955.51.
The Public Offering is expected to close on or about June 1, 2026,
subject to customary closing conditions.
ClearSign intends to use the net proceeds from the Public Offering
for working capital, research and development, marketing and sales, and general corporate purposes.
Newbridge Securities Corporation is acting as the sole book-running
manager of the Public Offering.
The shares described above are being offered by ClearSign pursuant
to a shelf registration statement on Form S-3 (File No. 333-288736) previously filed with and subsequently declared effective by the Securities
and Exchange Commission (“SEC”). A preliminary prospectus supplement relating to the Public Offering has been filed with
the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus supplement describing
the terms of the Public Offering will be filed with the SEC. The Public Offering will be made only by means of the prospectus supplement
and the accompanying base prospectus, as may be further supplemented by any free writing prospectus and/or pricing supplement that the
Company may file with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus and, when available,
the final prospectus supplement relating to this Public Offering, may be obtained from Newbridge Securities Corporation, Attn: Equity
Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, email: syndicate@newbridgesecurities.com, telephone:
(877) 447-9625.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and develops products and
technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational
performance, energy efficiency, emission reduction, safety, the use of hydrogen as a fuel and overall cost-effectiveness. Our patented
technologies, embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations,
enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil
production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more
information, please visit www.clearsign.com.
Cautionary Note on Forward-Looking Statements
All statements in this press release that are not based on historical
fact constitute “forward-looking statements,” including, but not limited to, statements relating to the Company’s anticipated
use of the net proceeds of the Public Offering and the timing and completion of the Public Offering. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different
from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements
which explicitly describe such risks and uncertainties, readers are urged to consider statements containing the terms “intends,”
“estimates,” “may,” “might,” “will” or other similar expressions to be uncertain and forward-looking.
For further information on these and other risks and uncertainties that may affect the Company’s business, see the “Risk Factors”
section of the Company’s filings with the SEC, including ClearSign’s Annual Report on Form 10-K filed with the SEC on March
31, 2026, Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 and the preliminary prospectus supplement filed with the SEC
on May 28, 2026 and the final prospectus supplement to be filed with the SEC. There can be no assurance that forward-looking information
will prove to be accurate, as actual results could differ materially from those anticipated in such statements. Accordingly, ClearSign
cautions readers not to place undue reliance on any forward-looking statements. The Company disclaims any intention to, and except as
may be required by law, undertakes no obligation to, update or revise forward-looking statements to reflect events or circumstances that
subsequently occur or of which the Company hereafter becomes aware.
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