Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-084275

Filed: 2026-08-03

Period: 2026-07-31

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300212-8k_larosa.htm (Primary)

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, BETWEEN THE COMPANY AND INVESTOR, DATED AS OF JULY 31, 2026 (ea030021201ex10-1.htm)

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED AUGUST 3 2026 (ea030021201ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0300212-8k_larosa.htm · Sequence: 1

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0001879403

2026-07-31

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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):

July 31, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (321) 250-1799

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

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.

Securities Purchase

Agreement

On July 31, 2026, La

Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”)

entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company agreed to issue to the Investor

150 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”),

for a purchase price of $1,000 per share. The Company filed a Certificate of Designation of Rights and Preferences of the Series E Preferred

Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on July 9, 2026, as disclosed

in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2026,

as amended by the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (the “Series E Current Report”).

On July 31, 2026, the Company issued the Investor 150 shares of Series E Preferred Stock and received aggregate gross proceeds of $150,000.

For a description of the Series E Preferred Stock, refer to the Certificate of Designation, which was filed as Exhibit 3.1 to the Series E Current Report.

The foregoing description

of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial

Condition.

On August 3, 2026, the Company issued a press

release announcing certain business and financial highlights for the fiscal quarter ended March 31, 2026.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure under

Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company issued the Series E Preferred Stock

to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule

506(b) under Regulation D promulgated thereunder.

Item 8.01 Other Events.

Press Release

A copy of the press release referenced in Item

2.02 of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K.

2022 Plan Amendment and Nasdaq MVLS Rule

The Company is also considering an amendment to

its Second Amended and Restated 2022 La Rosa Holdings Corp. Equity Incentive Plan (the “2022 Plan”) and is currently evaluating alternative options intended to bring the Company

into compliance with the Nasdaq Listing Rule requiring a minimum market value of listed securities of $5,000,000 (the “MVLS Rule”), including, but not limited to, debt to equity exchanges of existing or new liabilities and vendor payables, strategic transactions that

may include the issuance of common stock in excess of 19.99% of current outstanding common stock, completion of equity financings, issuance

of shares to certain existing or new advisors and/or M&A targets of the Company, and public listing of another class of Company securities.

The Company has not finalized any specific course of action, and there can be no assurance as to the timing or outcome of these efforts.

The disclosures under Item 8.01, including Exhibit

99.1 hereto, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated

by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in

such filing.

Cautionary Note Regarding

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of

the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding

the Company’s plans, expectations and intentions with respect to the 2022 Plan Amendment, the Company’s efforts to regain

compliance with the MVLS Rule (including potential debt-to-equity exchanges, strategic transactions, equity financings, share issuances

and the potential listing of another class of securities), the terms, conversion and redemption of the Series E Preferred Stock, and other

statements that are not historical facts. These statements are based on the Company’s current expectations and assumptions and are

subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including, among others,

the Company’s ability to finalize or complete any of the alternatives described above, market conditions, dilution to existing stockholders,

continued Nasdaq listing compliance, and other risks described from time to time in the Company’s filings with the SEC. The Company

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by law.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*^

Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 31, 2026.

99.1

Press Release of La Rosa Holdings Corp., dated August 3 2026.

104

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

* Certain

personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

^ Schedules

and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish

a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, BETWEEN THE COMPANY AND INVESTOR, DATED AS OF JULY 31, 2026

EX-10.1

Filename: ea030021201ex10-1.htm · Sequence: 2

Exhibit 10.1

Certain information has been redacted in accordance with Item 601(b)(10)(iv)

of Regulation S-K because such information (i) is not material and (ii) is the type of information the registrant treats as private or

confidential. Information that has been so redacted from this exhibit has been marked with “[***]” to indicate the omission.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE

AGREEMENT (the “Agreement”), dated as of July 31, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation

with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), and each of

the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A. The

Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation

D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. The

Company has authorized a new series of convertible preferred stock of the Company designated as Series E Convertible Preferred Stock,

par value $0.0001 (the “Series E Preferred Stock”), the terms of which are set forth in the certificate of designation

for such series of Preferred Stock substantially in the form attached hereto as Exhibit A (the “Certificate of

Designations”), which Series E Preferred Stock shall be convertible into shares Common Stock (as defined below) (the shares

of Common Stock issuable upon conversion of the Series E Preferred Stock, the “Conversion Shares”), in accordance with

the terms of the Certificate of Designations.

C. Each

Buyer wishes to purchase, and the Company wishes to sell, at the Closing (as defined below), upon the terms and conditions stated in this

Agreement, (i) the aggregate number of Series E Preferred Stock (the “Preferred Stock”) set forth opposite such Buyer’s

name in column (2) on the Schedule of Buyers, of which, the Purchase Price (as defined below) attributable to the number of Preferred

Stock set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers will be funded on the Closing Date (as defined

below).

D. The

Preferred Stock and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW, THEREFORE, in consideration of the premises

and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Company and each Buyer hereby agree as follows:

1. PURCHASE AND SALE OF PREFERRED STOCK.

(a) Purchase

of Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall

issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined

below), the aggregate number of Preferred Stock as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

(b) The

closing (the “Closing”) of the purchase of Preferred Stock by the Buyers shall occur at the offices of Pryor Cashman

LLP, 7 Times Square, 40th Floor, New York, NY 10036. The date and time of the Closing (the “Closing Date”)

shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and

7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business

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

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

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

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

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

are open for use by customers on such day.

Price. The aggregate purchase price for the Preferred Stock to be purchased by each Buyer at the Closing (the “Purchase Price”)

shall be the amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers. Each Buyer shall pay the $1,000

stated value (the “Stated Value”) of each Preferred Share to be purchased by such Buyer at the Closing.

(d) Form

of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the

amounts withheld pursuant to Section 4(g)) to the Company for the Preferred Stock to be issued and sold to such Buyer at the Closing,

by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall

deliver to each Buyer the aggregate number of Preferred Stock as is set forth opposite such Buyer’s name in column (3) of the Schedule

of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents

and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:

(a) Organization;

Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its

organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

(as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No

Public Sale or Distribution. Such Buyer (i) is acquiring its Preferred Stock, and (ii) upon conversion of its Preferred Stock will

acquire the Conversion Shares issuable upon thereof for its own account and not with a view towards, or for resale in connection with,

the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under

the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty,

to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in

accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently

have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable

securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,

a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below)

or any department or agency thereof.

Investor Status; No Disqualifying Events. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D. To the extent such Buyer is a beneficial owner of 10% or more of Company Common Stock as of the date hereof or as of

the Closing Date, none of (i) such Buyer, (ii) any of such Buyer's directors, executive officers, other officers that may serve as a director

or officer of any company in which it invests, general partners or managing members, or (iii) any beneficial owner of the Company’s

voting equity securities (in accordance with Rule 506(d) of the 1933 Act) held by such Buyer is subject to any of the “Bad Actor”

disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except

for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and disclosed reasonably in advance of the Closing

in writing in reasonable detail to the Company.

(d) Reliance

on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth

and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

the Securities.

(e) Information.

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company

and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if

any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely

on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves

a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to its acquisition of the Securities.

(f) No

Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the

Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer

or Resale. Such Buyer understands that except as provided in Section 4(h) hereof: (i) the Securities have not been and are not being

registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)

subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel,

in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned

or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that

such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor

rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made

only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances

in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933

Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder;

and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state

securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities

may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such

pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge

of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant

to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

(h) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute

the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except

as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) No

Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions

contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with,

or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or

(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable

to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not,

individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its

obligations hereunder.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of

the Buyers that, as of the date hereof and as of the Closing Date:

(a) Organization

and Qualification. Each of the Company and each of its Subsidiaries (as defined below) are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their

properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each

of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,

liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,

individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other

agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any

of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below). Other than

the Persons (as defined below) set forth on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries” means

any Person in which the Company, directly or indirectly, (A)(I) owns any of the outstanding capital stock or holds any equity or similar

interest of such Person and (II) controls or operates all or any part of the business, operations or administration of such Person, and/or

(B) owns a majority of the outstanding capital stock or any similar equity interest of such Person, and each of the foregoing, is individually

referred to herein as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery

of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated

hereby and thereby (including, without limitation, the issuance of the Preferred Stock and the reservation for issuance and issuance of

the Conversion Shares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and

(other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further

filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their shareholders

or stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior

to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company,

enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles

of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,

the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be

limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with

the Nevada Secretary of State and is in full force and effect, enforceable against the Company in accordance with its terms, except as

such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation

or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as

rights to indemnification and to contribution may be limited by federal or state securities law, and has not been amended. “Transaction

Documents” means, collectively, this Agreement, the Preferred Stock, the Certificate of Designations and each of the other agreements

and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby,

as may be amended from time to time.

of Securities. The issuance of the Preferred Stock is duly authorized and upon issuance in accordance with the terms of the Transaction

Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims,

liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”)

with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital not less

than 200% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that

(x) the Preferred Stock are convertible at the Floor Price (as defined in the Certificate of Designations) then in effect as of the date

hereof and,(y) any such conversion or payment shall not take into account any limitations on the conversion of the Preferred Stock set

forth in the Certificate of Designations). Upon issuance or conversion in accordance with the Certificate of Designations, the Conversion

Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with

respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy

of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the 1933 Act.

(d) No

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

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock and the reservation

for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including,

without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum

of association, articles of association, or other organizational documents of the Company or any of its Subsidiaries, or any capital stock

or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice

or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result

in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities

laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”) and including

all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which

any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above,

for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a

material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Consents.

Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration

with (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), any Governmental

Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform

any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof

or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain

pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company

nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining

or effecting any of the registration, application or filings contemplated by the Transaction Documents. Except as set forth in the SEC

Documents, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances

which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. “Governmental Entity”

means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,

municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,

branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or

entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature

or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international

organization or any of the foregoing.

(f) Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity

of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and

that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in

Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the

Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries

(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice

given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated

hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer

that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent

evaluation and its respective representatives.

(g) No

General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person

acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating

to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability,

loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such

claim.

(h) No

Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings

or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act

or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange

or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company,

its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration

of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other

offerings of securities of the Company.

(i) Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The

Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of Certificate of Designations in

accordance with this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership

interests of other stockholders of the Company.

(j) Application

of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation,

any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of

Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or

could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the

Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have

taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations

of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k) SEC

Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, proxy statements, statements and other

documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act, other than its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,

2026 (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes

and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).

The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of

each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material

respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,

and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted

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

under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC

Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC

with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally

accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise

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

exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the

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

statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if

any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the

Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting

Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise.

No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including,

without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains

any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading,

in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any

of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with

respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of

facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for

any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed

by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is

any need for the Company to amend or restate any of the Financial Statements.

(l) Absence

of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there

has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including

results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s

most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or

paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, or (iii) made

any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of

its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,

receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their

respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably

lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and

after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes

of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis,

(A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay

the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable

to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or

(C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as

such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the

Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness,

(B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent

or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends

to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company

nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction,

for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct

the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m) No

Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,

or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,

properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required

to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to

an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse

effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

(n) Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under

its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock

of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association,

articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor

any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the

Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any

of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse

Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements

of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the

Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Common Stock has

been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or

the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding

the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates,

authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where

the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse

Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification

of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon

the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be

expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any

acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries

as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected

to have a Material Adverse Effect on the Company or any of its Subsidiaries.

(o) Foreign

Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other person

acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S.

Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any

Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized

the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity

to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government

Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all

or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,

for the purpose of:

(i) (A)

influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do

or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii) assisting

the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(p) Sarbanes-Oxley

Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,

as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q) Transactions

With Affiliates. Except as described in Schedule 3(q) hereto, no current or former employee, partner, director, officer or

stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate

of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever

been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing

for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director,

officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,

officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,

firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for

a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through

an Eligible Market (as defined in the Certificate of Designations)), nor does any such Person receive income from any source other than

the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company

or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate

family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or

committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii)

reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally

available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board

of Directors of the Company).

(r) Equity

Capitalization.

(i) Definitions:

(1) “Common Stock” means (x) the Company’s common stock, par value $0.0001 per share,

and (y) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification

of such common stock.

(2) “Preferred Stock” means the Company’s (a) Series A Convertible Preferred Stock,

par value $0.0001 per share (the “Series A Preferred Stock”), (b) Series B Convertible Preferred Stock, par value $0.0001

per share (the “Series B Preferred Stock”) (c) Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series

C Preferred Stock”) (d) Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”)

(e) the Series E Preferred Stock (f) Series X Super Voting Preferred Stock, par value $0.0001 per share (the “Series X Preferred

Stock) and (g) capital stock into which such preferred stock shall have been changed or any share capital resulting from a reclassification

of such preferred stock (other than a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate

of designations).

(ii) As

of the date hereof, the authorized capital stock of the Company consists of (A) 2,000,000,000 shares of Common Stock, of which, 2,080,853

are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the

Preferred Stock) exercisable or exchangeable for, or convertible into, Common Stock (B) 50,000,000 shares of preferred stock, par value

$0.0001 per share, of which (i) 0 are outstanding and designated as Series A Preferred Stock (ii) 208 are outstanding and designated as

Series B Preferred Stock (iii) 100 are outstanding and designated as Series C Preferred Stock (ii) 500 are outstanding and designated

as Series D Preferred Stock (iii) 250 are outstanding and designated as Series E Preferred Stock and (iv) 1,800 are outstanding and designated

as Series X Preferred Stock. No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means

any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly

or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital

stock or other security of the Company (including, without limitation, the Common Stock) or any of its Subsidiaries.

(iii) Valid

Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,

validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are

(A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Stock) and (B) that are, as

of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on

the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are

“affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws)

of the Company or any of its Subsidiaries. To the Company’s knowledge, except as set forth on Schedule 3(r)(iii), no Person

owns 10% or more of the Company’s issued and outstanding Common Stock (calculated based on the assumption that all Convertible Securities

(as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking

account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such

identified Person is a 10% stockholder for purposes of federal securities laws).

(iv) Existing

Securities; Obligations. Except as disclosed on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s

shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company

or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital

stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any

of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries

or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights

convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any

of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries

which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the

Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are

no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;

and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or

any similar plan or agreement.

(v) Organizational

Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Incorporation,

as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s by-laws,

as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the

material rights of the holders thereof in respect thereto.

(s) Indebtedness

and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding

debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of

the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any

contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement

or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations

in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under,

any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually

or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness,

the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither

the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not

so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’

respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of

this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money,

(B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation,

“capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent

with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments,

(D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection

with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title

retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such

indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession

or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently

applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)

above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien

upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such

assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations (as defined

below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(t) Litigation.

There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,

other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting

the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors,

whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(t). No director,

officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in

reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there

is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director

or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness

of any registration statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the

Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry

or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination

or award of any Governmental Entity.

(u) Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries

are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the

Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when

such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that

would not have a Material Adverse Effect.

(v) Employee

Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member

of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined

in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company

or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s

employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee of the Company or any

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

or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the

continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of

its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with

all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and

conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

(w) Title.

(i) Real

Property. Except as described in Schedule 3(w), each of the Company and its Subsidiaries holds good title to all real property,

leases in real property, facilities or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real

Property”) owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens

and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature

except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present

or anticipated use of the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held

by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made

and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.

(ii) Fixtures

and Equipment. Except as described in Schedule 3(w), each of the Company and its Subsidiaries (as applicable) has good title

to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and

appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and

Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for

the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and

are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted

prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except

for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated

use of the property subject thereto.

(x) Intellectual

Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service

marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor

(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed

to be conducted. Each of patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(x)(i). Except as set forth

in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned

or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company

does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is

no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened,

against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries

is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.

The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their

Intellectual Property Rights.

(y) Environmental

Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have

received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses

and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses

(A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse

Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection

of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface

strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

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

relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,

as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,

orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(i) No

Hazardous Materials:

A. have been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries

in violation of any Environmental Laws; or

B. are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that

would constitute a violation of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has

occurred that violates any Environmental Laws, which violation would have a material adverse effect on the business of the Company or

any of its Subsidiaries.

(ii) Neither

the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise

located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(iii) None

of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(z) Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable

law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(aa) Tax Status.

The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns,

reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments

and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested

in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to

the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by

the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The

Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Internal

Revenue Code of 1986, as amended (the “Code”). The net operating loss carryforwards (“NOLs”) for

United States federal income tax purposes of the consolidated group of which the Company is the common parent, if any, shall not be adversely

effected by the transactions contemplated hereby. The transactions contemplated hereby do not constitute an “ownership change”

within the meaning of Section 382 of the Code, thereby preserving the Company’s ability to utilize such NOLs.

(bb) Internal Accounting

and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term

is defined in Rule 13a-15(f) under the 1934 Act) that is effective 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,

including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability,

(iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization

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

and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term

is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company

in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified

in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required

to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s

management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to

allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence

from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any

part of the internal controls over financial reporting of the Company or any of its Subsidiaries.

(cc) Off Balance Sheet

Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated

or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that

otherwise could be reasonably likely to have a Material Adverse Effect.

(dd) Investment Company

Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”

an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated

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

are defined in the Investment Company Act of 1940, as amended.

(ee) Acknowledgement

Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure

of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked

by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from

effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities

of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for

any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly

or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s

knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation

with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on

the Company’s obligation to timely deliver shares of Common Stock upon conversion, exercise or exchange, as applicable, of the Securities

as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company

further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents

pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities (including, without

limitation, the location and/or reservation of borrowable Common Stock) at various times during the period that the Securities are outstanding,

including, without limitation, during the periods that the value and/or number of the Conversion Shares deliverable with respect to the

Preferred Stock are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation

of borrowable Common Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and

after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or

trading activities do not constitute a breach of this Agreement, the Certificate of Designations or any other Transaction Document or

any of the documents executed in connection herewith or therewith.

(ff) Manipulation of

Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf

has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of

any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,

purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any

compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed

to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg) U.S. Real Property

Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are

held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the

Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh) [Reserved].

(ii) Transfer

Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in

connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully

paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(jj) Bank Holding Company

Act; Regulation T, U or X.

(i) Neither

the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company

nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares

of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to

the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling

influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(ii)

The sale of the Preferred Stock, the use of proceeds thereof and the other transactions contemplated thereby or by the other Transaction

Documents, will not violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve

System of the United States

(kk) Shell Company Status.

The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll) Illegal or Unauthorized

Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge

(after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of

the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been

affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services,

whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or

the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the

direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm) Money Laundering.

The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable

U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders

and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224

of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or

Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(nn) Management.

Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer or director or, to

the knowledge of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the

subject of:

(i) a

petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or

similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within

two years before the time of the filing of such petition or such appointment;

(ii) a

conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining any such person from, or otherwise limiting, the following activities:

A. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool

operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission

or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated

person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

B. Engaging in any particular type of business practice; or

C. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection

with any violation of securities laws or commodities laws;

(iv) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be

associated with persons engaged in any such activity;

(v) a

finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation

or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended

or vacated; or

(vi) a

finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal

commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo) Stock

Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock option

plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock

option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan

has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly

grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement

of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp) No Disagreements

with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the

Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is

current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of

its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with

its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to

believe that it will need to restate any such financial statements or any part thereof.

(qq) No Disqualification

Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation

D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together,

“Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule

506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered

by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a

Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has

furnished to the Buyers a copy of any disclosures provided thereunder.

(rr) Other Covered Persons.

The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers

or potential purchasers in connection with the sale of any Regulation D Securities.

(ss) No Additional Agreements.

The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction

Documents other than as specified in the Transaction Documents.

(tt) Public Utility

Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate” of

a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(uu) Federal Power Act.

None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act,

as amended.

(vv) [Reserved].

(ww) Cybersecurity.

The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all

material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,

free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be

expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented and maintained

commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect

their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including

“Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s

name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s

license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would

qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal

data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information

which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996,

as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v)

any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

(xx) Compliance

with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state

and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have

taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with,

the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company

and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis

of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures to users

or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy

have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in

any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice of any actual or potential

liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition

that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes

any obligation or liability under any Privacy Law.

(yy) Disclosure.

The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel

with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company

or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities

of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions

contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is

true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to

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

furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with

this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date

on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact

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

Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement

did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,

properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable

law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been

so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries

and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial

projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized

that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered

by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees

that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those

specifically set forth in Section 2.

4. COVENANTS.

(a) Best

Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by

it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder

and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b) Form

D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a copy

thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall

reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing

pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain

an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing

Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports

relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable

federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal,

state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

Status. Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”), the

Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would

no longer require or otherwise permit such termination.

(d) Use

of Proceeds. The Company will use the proceeds from the sale of the Securities for acquisitions and general corporate purposes, but

not, directly or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company

or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the

settlement of any outstanding litigation.

(e) Financial

Information. The Company agrees to send the following to each Holder during the Reporting Period (i) unless the following are filed

with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof

with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports of Form 10-Q, any interim reports or any consolidated balance

sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current

Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless

the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such

as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries

and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given

to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(f) Listing.

The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion Shares upon each

national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation

(as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation (as the case

may be) of all Conversion Shares from time to time issuable under the terms of the Transaction Documents on such national securities exchange

or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation (as the case

may be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or

the Nasdaq Global Select Market (each, an “Eligible Market”). While the Preferred Stock is outstanding, neither the

Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension

of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under

this Section 4(f).

(g) Fees.

The Company shall reimburse the lead Buyer for all costs and expenses incurred by it or its affiliates in connection with the structuring,

documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and issuance of the Securities contemplated

thereby (including, without limitation, as applicable, the legal fees of outside counsel and disbursements of Pryor Cashman LLP, counsel

to the lead Buyer, the fees of Buyer’s counsel (if necessary), and any other reasonable fees and expenses in connection with the

diligencing, structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due

diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the

lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse Pryor Cashman LLP on demand for

all Transaction Expenses not so reimbursed through such withholding at the Closing, including for any future Closing, and for any amendment,

waiver, or modification of any of the agreements contemplated by this Agreement. The Company shall be responsible for the payment of any

placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions

(other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay,

and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees

and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction

Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(h) Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement and subject to compliance with state and federal

securities laws, the Company acknowledges and agrees that the Securities may be pledged by the Buyer in connection with a bona fide margin

agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be

a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide

the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction

Document, including, without limitation, Section 2(g) hereof; provided that the Buyer and its pledgee shall be required to comply

with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company

hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge

of the Securities to such pledgee by a Buyer.

(i) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement,

issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of

the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1st) Business Day after

the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions

contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including,

without limitation, this Agreement (and all schedules to this Agreement) and the Certificate of Designations (including all attachments,

the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public

information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors,

employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing

of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether

written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or

agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

(ii) Limitations

on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,

directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its

Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld

in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements

contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,

employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein

or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement

or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of

its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the

Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents,

for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty

not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor

any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,

however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other

public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith

and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the

Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent

of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause

each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding

anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly

acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written

definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind

any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material,

non-public information regarding the Company or any of its Subsidiaries.

(j) [Reserved].

(k) Reservation

of Shares. So long as any of the Preferred Stock remain outstanding, the Company shall take all action necessary to at all times have

authorized, and reserved for the purpose of issuance, no less than 200% of the maximum number of Conversion Shares issuable upon conversion

of the Preferred Stock then outstanding (assuming for purposes hereof that (x) the Preferred Stock are convertible at the Floor Price

(as defined in the Certificate of Designations) as of such applicable date of determination, and (y) any such conversion shall not take

into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designations) (the “Required

Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l)

be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable, of Preferred Stock.

If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve

Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including,

without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant

to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in

such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of

the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(l) Conduct

of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation

of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,

in a Material Adverse Effect.

(m) [Reserved].

(n) [Reserved].

(o) Passive

Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,

in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning

of Section 1297 of the Code.

(p) [Reserved].

(q) Corporate

Existence. So long as any Buyer beneficially owns Preferred Stock, the Company shall not be party to any Fundamental Transaction (as

defined in the Certificate of Designations) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions

set forth in the Certificate of Designations.

(r) Conversion

Procedures. The form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations

sets forth the totality of the procedures required of the Buyers in order to convert the Preferred Stock. Except as provided in Section

5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Preferred Stock.

The Company shall honor conversions of the Preferred Stock in accordance with the terms, conditions and time periods set forth in the

Certificate of Designations.

(s) Regulation

M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the

Securities contemplated hereby.

(t) General

Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf

of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation

or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published

in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have

been invited by any general solicitation or general advertising.

(u) Integration.

None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company

or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities

under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the Company will take all

action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933

Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(v) Notice

of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification Event

relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating

to any Issuer Covered Person.

(w) Closing

Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered,

to each Buyer and Pryor Cashman LLP a complete closing set of the executed Transaction Documents, Securities and any other document required

to be delivered to any party pursuant to Section 7 hereof or otherwise.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register.

The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice

to each holder of Securities), a register for the Preferred Stock in which the Company shall record the name and address of the Person

in whose name the Preferred Stock have been issued (including the name and address of each transferee), the number shares of Preferred

Stock held by such Person and the number of Conversion Shares issuable pursuant to the terms of the Certificate of Designations. The Company

shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b) [Reserved].

Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption

from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities

shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following

form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE

SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED

BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES

MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY

ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d) Removal

of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any

other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is effective

under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the

Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the

Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include

an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided

that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such

sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v)

if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations

and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2)

Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement

of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following

the delivery by a Buyer to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such

Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or

transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d), as directed

by such Buyer, either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”)

and such are Securities that are Conversion Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be

entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or

(B) if the Transfer Agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate

representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee

(the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with

DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required

Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or

such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall be responsible for

any Transfer Agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities

in accordance herewith.

(e) Failure

to Timely Deliver; Buy-In. Subject to Section 4(c)(ii) of the Certificate of Designations (and without duplication of any amounts

paid by the Company to a Buyer pursuant thereto), if the Company fails, for any reason or for no reason, to issue and deliver (or cause

to be delivered) to a Buyer (or its designee) by the Required Delivery Date, if the Transfer Agent is not participating in FAST, a certificate

for the number of Conversion Shares to which such Buyer is entitled and register such Conversion on the Company’s share register

or, if the Transfer Agent is participating in FAST, to credit the balance account of such Buyer or such Buyer’s designee with DTC

for such number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above and the Company fails to

promptly (x) so notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such

aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s

or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately

foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause

(I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company shall

pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product

of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which

such Buyer is entitled, and (B) any trading price of the shares of Common Stock selected by such Buyer in writing as in effect at any

time during the period beginning on the date of the delivery by such Buyer to the Company of the Conversion Shares and ending on the applicable

Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not

participating in FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on

the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer or such

Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by such Buyer

pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day such Buyer purchases (in

an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common

Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company

(a “Buy-In”), then the Company shall, within two (2) Trading Days after such Buyer’s request and in such Buyer’s

discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions

and other out-of-pocket expenses, if any, for the shares of Common Stock so purchased) (the “Buy-In Price”), at which

point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such

shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the

balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock that would have

been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess

(if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver

to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Certificate of Designations)

of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable

Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right

to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance

and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Stock (or to electronically

deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect

to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company

has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant

to the analogous sections of Certificate of Designations with respect to the Preferred Stock then held by such Buyer.

(f) FAST

Compliance. While any Preferred Stock remain outstanding, the Company shall maintain a transfer agent that participates in FAST.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a) The

obligation of the Company hereunder to issue and sell Preferred Stock to each Buyer at the Closing is subject to the satisfaction, at

or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit

and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(b) Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(g)) for the Preferred Stock being purchased by such Buyer at the Closing by wire transfer of immediately available

funds in accordance with the Flow of Funds Letter (as defined below).

(d) The

representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which

shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects

with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at

or prior to the Closing Date.

7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

(a) The

obligation of each Buyer hereunder to purchase its Preferred Stock at the Closing is subject to the satisfaction, at or before the Closing

Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by

such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The

Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents

to which it is a party and the Company shall have duly delivered to such Buyer Preferred Stock in such aggregate amount as is set forth

across from such Buyer’s name in column (3) on the Schedule of Buyers, as being purchased by such Buyer at the Closing pursuant

to this Agreement.

(ii) Such

Buyer shall have received the opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company, dated as of the Closing Date, in the

form acceptable to such Buyer.

(iii) [Reserved].

(iv) The

Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s

jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within

ten (10) days of the Closing Date.

(v) The

Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good

standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and conducts business and is

required to so qualify, as of a date within ten (10) days of the Closing Date.

(vi) The

Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Nevada Secretary of

State within ten (10) days of the Closing Date.

(vii) The

Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company

and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors

in a form reasonably acceptable to such Buyer, (ii) the certificate or articles of incorporation or formation (or such equivalent organizational

document) of the Company and (iii) the Bylaws (or equivalent organizational document) of the Company as in effect at the Closing.

(viii) Each

and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as

though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and

correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements

and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have

received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing

Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such

Buyer.

(ix) [Reserved].

(x) The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,

as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the

Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling

below the minimum maintenance requirements of the Principal Market.

(xi) The

Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(xii) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(xiii) Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(xiv) The

Company shall have submitted a Listing of Additional Shares Notification Form to the Principal with respect to the Conversion Shares.

(xv) Such

Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting

forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).

(xvi) As

of the Closing Date, the Company shall have (i) disclosed all material, nonpublic information (if any) provided to any of the Buyers by

the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions

contemplated by the Transaction Documents and (ii) any and all confidentiality or similar obligations under any agreement, whether written

or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents,

on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall have terminated.

(xvii) [Reserved].

(xviii) The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8. MISCELLANEOUS.

(a) Governing

Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement

shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction

Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such

party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

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

by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against

the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court

ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,

ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature

page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such signature page were an original thereof.

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular

and plural forms thereof. The terms “including,” “includes,” “include” and words of like import

shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”

“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability;

Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable

by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended

to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without

material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability

of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or

the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith

negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as

close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained

in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the

intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may

be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would

be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any

obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined

to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake

of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum

amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected,

to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would

constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty,

to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of

the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to

otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e) Entire

Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto

and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company,

its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with

respect to the Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction

Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire

understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this

Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered

into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect

to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the

Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior

to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from

the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force

and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,

covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision

of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holder, and any amendment

to any provision of this Agreement made in conformity with the provisions of this Section 8(e) shall be binding on all Buyers and holders

of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than

all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s

prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it

is in writing and signed by an authorized representative of the waiving party, provided that the Required Holder may waive any

provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section

8(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent

that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only)

or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld

in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person

to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also

is offered to all of the parties to the Transaction Documents, all holders of the Preferred Stock. From the date hereof and while any

Preferred Stock are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Preferred

Stock that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary

(i) to treat such Buyer or holder of Preferred Stock in a manner that is more favorable than to other similarly situated Buyers or holders

of Preferred Stock, or (ii) to treat any Buyer(s) or holder(s) of Preferred Stock in a manner that is less favorable than the Buyer or

holder of Preferred Stock that is paying such consideration; provided, however, that the determination of whether a Buyer

has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer.

The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions

contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company

confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide

any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company

expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors

or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception

to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and (y) unless

a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the

SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify

or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement

or any other Transaction Document. “Required Holder” means JAK Opportunities XI LLC.

(f) Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does

not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such

recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,

properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

La Rosa Holdings Corp.

1420 Celebration Blvd., 2nd Floor

Celebration, Florida 34747

Telephone: (321) 250-1799

Attention: Joseph La Rosa

E-Mail: [***]

With a copy (for informational purposes only) to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th Floor

New York, NY 10036

Telephone: (212) 930-9700

Attention: Ross David Carmel, Esq.

E-Mail: rcarmel@srfc.law

If to the Transfer Agent:

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Telephone: (212) 828-8436

E-Mail: action@vstocktransfer.com

If to a Buyer, to its mailing address and e-mail

address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Telephone: (212) 421-4100

Attention: M. Ali Panjwani, Esq.

E-Mail: apanjwani@pryorcashman.com

or to such other mailing address and/or e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change, provided that Pryor Cashman LLP shall only be provided copies of notices sent

to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,

(B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C)

provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight

courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,

including any purchasers of any of the Preferred Stock. The Company shall not assign this Agreement or any rights or obligations hereunder

without the prior written consent of the Required Holder, including, without limitation, by way of a Fundamental Transaction (as defined

in the Certificate of Designations) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions

set forth in the Certificate of Designations). A Buyer may assign some or all of its rights hereunder in connection with any transfer

of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with

respect to such assigned rights.

(h) No

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors

and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees

referred to in Section 8(k) below.

(i) Survival.

The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own

representations, warranties, agreements and covenants hereunder.

(j) Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification.

In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and

in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify

and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors,

employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses

in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),

and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee

as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company

or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any

Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against

such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary)

or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement

of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with

the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D) the status

of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction

Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding

for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason,

the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible

under applicable law.

(l) Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules

of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability

of a more general representation or warranty. Each and every reference to share prices, Common Stock and any other numbers in this Agreement

that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding anything in

this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against,

or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or

securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales

or similar transactions in the future.

(m) Remedies.

Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all

rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time

under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under

any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover

damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company

recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s

(as the case may be) obligations under the Transaction Documents, any remedy at law would be inadequate relief to the Buyers. The Company

therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other

equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without

posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and

in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a

decree of specific performance and/or other injunctive relief).

(n) Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents,

whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not

timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion

from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights.

(o) Payment

Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other

Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the

proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,

set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver

or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable

cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall

be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall

be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount

in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of

currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal

on the relevant date of calculation.

(p) Judgment

Currency.

(i) If

for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document

in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this

Section 8(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the conversion

shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(1) the date actual payment of the amount due, in the case of any proceeding in the courts of Nevada or in

the courts of any other jurisdiction that will give effect to such conversion being made on such date: or

(2) the date on which the foreign court determines, in the case of any proceeding in the courts of any other

jurisdiction (the date as of which such conversion is made pursuant to this Section 8(p)(i)(2) being hereinafter referred to as the “Judgment

Conversion Date”).

(ii) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 8(p)(i)(2) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii) Any

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q) Independent

Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not

joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of

any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by

any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not

so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers

are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations

or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting

in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated

by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by

such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection

with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring

such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms

that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated

hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights,

including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be

necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to

effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision

of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested

to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction

Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively

and not between and among the Buyers.

[signature pages follow]

IN WITNESS WHEREOF, each Buyer

and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:

LA ROSA HOLDINGS CORP.

By:

Name: Joseph La Rosa

Title: Chief Executive Officer

(Signature

Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, each Buyer

and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

BUYER:

JAK OPPORTUNITIES XI LLC

By:

Name:

Title:

(Signature

Page to Securities Purchase Agreement)

Schedule of Buyers

(1)

Buyer

(2)

Aggregate

Stated

Value of

Preferred

Stock

(3)

Number of

shares of

Preferred

Stock

(4)

Aggregate

Purchase

Price

[***]

$ 150,000

150

$ 150,000

TOTAL

$ 150,000

150

$ 150,000

EXHIBIT A

Certificate of Designation

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED AUGUST 3 2026

EX-99.1

Filename: ea030021201ex99-1.htm · Sequence: 3

Exhibit 99.1

La Rosa Holdings Corp. Reports

First Quarter 2026 Financial Results

Gross Profit Increased 29.6%

Year-Over-Year to Approximately $2.0 Million in Q1 2026

Commercial Real Estate Brokerage

Revenue Increased 379.3% Year-Over-Year to $273 Thousand in Q1 2026

Loss from Operations Improved

46.5% Year-Over-Year To $2.5 Million, Compared To $4.7 Million in the Prior-Year Period

Celebration, FL – August 3, 2026 – La

Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company,

today provided a business update and reported financial results for the first quarter ended March 31, 2026.

Q1 2026 Financial Highlights

● Real Estate Brokerage Services (Commercial) revenue increased by approximately $216 thousand to $273 thousand, or approx. 379.3% for

the first quarter ended March 31, 2026 from $57 thousand for the first quarter ended March 31, 2025

● Title Settlement and Insurance revenue increased by approximately $22 thousand to $99 thousand, or approx. 28.4% for the first quarter

ended March 31, 2026 from $77 thousand for the first quarter ended March 31, 2025

● Gross profit increased by approximately $456 thousand, or 29.6%, year-over-year, to $2.0 million for the first quarter ended March

31, 2026 from $1.5 million for the first quarter ended March 31, 2025

● Total operating expenses decreased 27.6% year-over-year to $4.7 million from $6.2 million

● Loss from operations improved 46.5% to $2.5 million, compared to a loss of $4.7 million in the prior-year period

● As of March 31, 2026, the Company had unrestricted cash of approximately $1.7 million compared to $3.1 million as of December 31,

2025

● Reported $8.1 million in digital assets on the balance sheet as of March 31, 2026, compared to no digital asset holdings in the prior-year

period

Joe La Rosa, CEO of La Rosa, commented, “Our

first quarter results reflect continued progress in strengthening the quality of our business. While market conditions impacted overall

revenue, we delivered meaningful improvements in our operating performance, with gross profit increasing nearly 30%, operating expenses

declining 27.6%, and our loss from continuing operations improving by more than 46% year over year. We also continued to see strong momentum

in our commercial real estate brokerage business, where revenue increased more than 379%, and further growth in our title services business.

These results demonstrate the benefits of our disciplined approach to expense management, operational efficiency, and expanding higher-margin

revenue streams across our platform.”

“Beyond our operating performance, we remain

focused on executing our long-term strategic vision. During the quarter, we established an $8.1 million digital asset position on our

balance sheet, further strengthening our strategic asset base as we continue to evaluate opportunities that can enhance long-term shareholder

value. We also continue to make progress on our proposed acquisition of Consensus Core Technologies, which we believe would position La

Rosa at the intersection of real estate and next-generation AI infrastructure. While the previously announced letter of intent remains

non-binding and there can be no assurance that a definitive agreement will be executed or the transaction ultimately completed, we are

encouraged by the progress of our discussions and continue working toward a definitive agreement which we expect in the near term, subject

to customary approvals and closing conditions,” concluded Mr. La Rosa.

About La Rosa

Holdings Corp.

La Rosa Holdings Corp. (Nasdaq: LRHC) intends

to transform the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based

structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the

tools they need to deliver exceptional service.

The Company offers both residential and commercial

real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business

model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education

and coaching, and property management.

La Rosa operates 23 corporate-owned brokerage

offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started its expansion into Europe, beginning with Spain.

Additionally, the Company has five franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico.

The Company also operates a full-service escrow settlement and title company in Florida.

For more information, please visit: https://www.larosaholdings.com.

Stay connected with La Rosa, sign up for

news alerts here: larosaholdings.com/email-alerts.

Forward-Looking Statements

This press release contains forward-looking statements

regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements

regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which

may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”

“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”

“hopes,” “potential” or similar words. These statements are not guarantees of future performance and

are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from

those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to satisfy

closing conditions of the financing facilities and the timing and use of proceeds thereof, including the redemption of the Series X Preferred

Stock, to achieve profitable operations, our ability to successfully integrate acquisitions into our business operations, customer acceptance

of new services, the demand for the Company’s services and the Company’s customers’ economic condition, the impact of competitive

services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages,

the effect of the recent National Association of Realtors’ landmark settlement on our business operations, and other risk factors detailed

in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully

review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors”

in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, and other reports and documents that we file from time to

time with the SEC. Forward-looking statements contained in this press release are made only as of the date of this press release, and

La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable

law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been

incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

(Tables follow)

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31,

2026

December 31,

(unaudited)

2025

Assets

Current assets:

Cash and cash equivalents

$ 1,742,636

$ 3,086,770

Restricted cash

4,216,319

1,758,531

Digital assets, restricted

8,142,127

—

Accounts receivable, net of allowance for credit losses of $308,003 and $179,643, respectively

1,611,589

1,252,452

Notes receivable

462,567

—

Other current assets

22,812

15,601

Total current assets

16,198,050

6,113,354

Noncurrent assets:

Restricted cash, net of current

123,250

58,972

Property and equipment, net

3,703

6,094

Right-of-use asset, net

872,690

963,991

Intangible assets, net

3,074,427

4,425,042

Goodwill

528,545

1,831,197

Other long-term assets

43,043

44,867

Total noncurrent assets

4,645,658

7,330,163

Total assets

$ 20,843,708

$ 13,443,517

Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ Deficit

Current liabilities:

Accounts payable

$ 3,260,018

$ 2,895,861

Accrued expenses

449,670

83,876

Contract liabilities

195,196

171,100

Security deposits and escrow payable

2,021,624

1,758,531

Accrued acquisition cash consideration

—

30,000

Notes payable, current

5,677,803

148,757

Lease liability, current

458,950

486,481

Total current liabilities

12,063,261

5,574,606

Noncurrent liabilities:

Note payable, net of current

15,710,797

7,143,803

Security deposits and escrow payable

123,250

58,972

Lease liability, noncurrent

445,811

514,388

Total noncurrent liabilities

16,279,858

7,717,163

Total liabilities

28,343,119

13,291,769

Commitments and contingencies (Note 6)

Series X Preferred Stock Subject to Redemption:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,800 and 2,000 Series X shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

—

2,000,000

Stockholders’ Deficit:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,620 and 6,000 Series B Convertible Preferred Stock issued and outstanding at March 31, 2026 and December 31, 2025

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 100 and 0 Series C Convertible Preferred Stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively

—

Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 447,345 and 20,963 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

61,742,120

51,010,523

Accumulated deficit

(70,554,852 )

(57,099,883 )

Total stockholders’ deficit – La Rosa Holdings Corp. stockholders

(8,812,688 )

(6,089,358 )

Noncontrolling interest in subsidiaries

1,313,277

4,241,106

Total stockholders’ deficit

(7,499,411 )

(1,848,252 )

Total liabilities, Series X Subject to Redemption and stockholders deficit

$ 20,843,708

$ 13,443,517

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended March 31,

2026

2025

Revenue

$ 13,575,606

$ 14,635,774

Cost of revenue

11,582,179

13,098,106

Gross profit

1,993,427

1,537,668

Operating expenses:

Sales and marketing

409,277

563,149

General and administrative

3,971,654

3,727,525

Stock-based compensation — general and administrative

109,726

1,914,851

Total operating expenses

4,490,657

6,205,525

Loss from operations

(2,497,230 )

(4,667,857 )

Other income (expense)

Interest expense, net

(5,779 )

(24,341 )

Loss on extinguishment of debt

—

(151,925 )

Amortization of debt discount

—

(63,160 )

Change in fair value of derivative liability

—

899,874

Loss on issuance of senior secured convertible note

(10,501,712 )

(128,836,250 )

Change in fair value of convertible note and warrants

(181,902 )

37,145,000

Fair value of settlement of contract based equity issuances

(61,096 )

—

Loss on disposition of noncontrolling interest in subsidiary

(217,657 )

—

Other expense, net

—

(226 )

Loss from operations before provision for income taxes

(13,465,376 )

(95,698,885 )

Provision for income taxes

—

Net loss

(13,465,376 )

(95,698,885 )

Less: Net (loss) income attributable to noncontrolling interests in subsidiaries

(10,407 )

17,694

Net loss after noncontrolling interest in subsidiaries

(13,454,969 )

(95,716,579 )

Less: Deemed dividend

2,657,580

186,233

Net loss attributable to common stockholders

$ (16,112,549 )

$ (95,902,812 )

Loss per share of common stock attributable to common stockholders

Basic and diluted

$ (72.03 )

$ (46,896.24 )

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders

Basic and diluted

223,701

2,045

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