Form 8-K

8-K — HEALTHY CHOICE WELLNESS CORP.

Accession: 0001493152-26-040292

Filed: 2026-08-27

Period: 2026-08-26

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): August 26, 2026

HEALTHY

CHOICE WELLNESS CORP.

(Exact

name of registrant as specified in its charter)

Delaware

001-42274

88-4128927

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

3800

N. 28th Way, #1

Hollywood,

Florida 33020

(Address

of Principal Executive Office) (Zip Code)

(305)

600-5004

(Registrant’s

telephone number, including area code)

Check

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

any of the following provisions:

☐

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

Class

A common stock

HCWC

NYSE

American

Indicate

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

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

Emerging

growth company ☒

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

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

Item 8.01 Other Events.

August 26, 2026, Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), filed a new prospectus supplement

(the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) with

respect to the offer and sale of shares of its Class A common stock, par value $0.001 per share (the “Shares”), with

an aggregate offering price of up to $2,625,000 (the “Offering”), establishing an at-the-market equity issuance program.

On August 26, 2026, the Company also entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”)

with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may offer and sell the Shares from time

to time to or through Cantor.

Any

Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291258)

(the “Registration Statement”), which was filed on November 4, 2025 and became effective on November 24, 2025 pursuant

to Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Prospectus Supplement, which

forms a part of the Registration Statement, and the Sales Agreement.

The

Company currently intends to use the net proceeds from the Offering, if any, for general corporate purposes. As of the date of the Prospectus

Supplement, the Company cannot specify with certainty all of the particular uses for the net proceeds from this Offering, if any. As

a result, the Company’s management team will have broad discretion regarding the timing and application of the net proceeds from

this Offering. Pending the application of the net proceeds, the Company intends to invest the net proceeds in interest-bearing, investment-grade

securities, certificates of deposit or government securities.

Cantor

may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the

Securities Act, including, without limitation, sales made through the New York Stock Exchange American (“NYSE American”)

or on any other existing trading market for the Shares or through or to a market maker. Cantor will use its best efforts to sell the

Shares from time to time consistent with its normal trading and sales practices and applicable state and federal rules, regulations and

NYSE American rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters

or conditions the Company may impose).

The

Sales Agreement contains customary representations, warranties and agreements by the Company, including mutual obligations of the

Company and Cantor to indemnify the other party for certain liabilities, including under the Securities Act, and contribution

provisions in the event indemnification is unavailable. Under the terms of the Sales Agreement, the Company will pay Cantor a cash

commission of up to 3.0% of the gross proceeds from sales of the Shares sold under the Sales Agreement. The Company will also reimburse Cantor for certain specified expenses.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be

any offer, solicitation or sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of such jurisdiction.

The

Sales Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Sales Agreement is qualified in its entirety

by reference to such exhibit. The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1

to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration

Statement.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1

Sales Agreement, dated August 26, 2026, between the Company and Cantor Fitzgerald & Co.

5.1

Opinion of Cozen O’Connor

23.1

Consent of Cozen O’Connor (included in Exhibit 5.1)

104

Cover

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

SIGNATURES

Pursuant

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

behalf by the undersigned hereunto duly authorized.

HEALTHY

CHOICE WELLNESS CORP.

Date:

August

26, 2026

By:

/s/

Jeffrey E. Holman

Jeffrey

E. Holman

Chief

Executive Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

Healthy

Choice Wellness Corp.

Shares of Class A Common Stock

(par value $0.001 per share)

Controlled

Equity OfferingSM

Sales

Agreement

August

26, 2026

Cantor

Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Ladies

and Gentlemen:

Healthy

Choice Wellness Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)

with Cantor Fitzgerald & Co. (the “Agent”), as follows:

1. Issuance

and Sale of Shares. The Company agrees that, from time to time during the term of this

Agreement, on the terms and subject to the conditions set forth herein, it may issue and

sell to or through the Agent, as sales agent or principal, shares of Class A common stock

(the “Placement Shares”) of the Company, par value $0.001 per share

(the “Common Stock”); provided, however, that in

no event shall the Company issue or sell through the Agent such number or dollar amount of

Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock

registered on the effective Registration Statement (defined below) pursuant to which the

offering is being made, (b) exceed the number of authorized but unissued shares of Common

Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any

outstanding securities of the Company or otherwise reserved from the Company’s authorized

capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted

to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or

(d) exceed the number or dollar amount of shares of Common Stock for which the Company has

filed a Prospectus (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum

Amount”). Notwithstanding anything to the contrary contained herein, the parties

hereto agree that compliance with the limitations set forth in this Section 1

on the amount of Placement Shares issued and sold under this Agreement shall be the sole

responsibility of the Company and that the Agent shall have no obligation in connection with

such compliance. The offer and sale of Placement Shares through the Agent will be effected

pursuant to the Registration Statement (as defined below) filed by the Company and which

became automatically effective by operation of Section 8(a) of the Securities Act of 1933,

as amended (the “Securities Act”), upon the expiration of 20 calendar

days following the filing thereof in accordance with Rule 473(b) promulgated under the Securities

Act, although nothing in this Agreement shall be construed as requiring the Company to use

the Registration Statement to issue Common Stock.

The

Company has prepared and filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission

(the “Commission”) a registration statement on Form S-3 (File No. 333-291258), including a base prospectus,

relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates

by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934,

as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus

supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement

Shares to be issued from time to time by the Company. Except where the context otherwise requires, such registration statement(s), including

all documents filed as part thereof or incorporated by reference therein, and including any information contained in the Prospectus subsequently

filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant

to Rule 430B of the Securities Act, and any one or more additional effective registration statements on Form S-3 from time to time that

will contain a base prospectus and, if applicable, a related prospectus with respect to the Placement Shares, is herein called the “Registration

Statement.” The Registration Statement at the time it originally became effective is herein called the “Original

Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration

Statement, as it may be supplemented, if necessary, by one or more prospectus supplements relating to the Placement Shares to be issued

from time to time by the Company, in the form in which such prospectus supplement(s) have most recently been filed by the Company with

the Commission pursuant to Rule 424(b) under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as

defined below), is herein called the “Prospectus.”

Any

reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and

include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including,

unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein

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

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

Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing

Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration

Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission

pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application

system when used by the Commission (collectively, “EDGAR”).

All

references in this Agreement to financial statements and schedules and other information that is “contained,” “included”

or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration

Statement or the Prospectus, as the case may be.

All

references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall

be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing

Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)

shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.

2. Placements.

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

it will notify the Agent by email notice (or other method mutually agreed to by the parties)

of the number of Placement Shares to be issued or the gross proceeds to be raised in any

given time period, the time period during which sales are requested to be made, any limitation

on the number of Placement Shares or amount of Shares that may be sold in any one day and

any minimum price below which sales of Placement Shares may not be made or any minimum price

requested for sales in a given time period and any other instructions materially relevant

to such requested sales (a “Placement Notice”), the form of which

is attached hereto as Schedule 1. The Placement Notice shall originate from any of

the individuals authorized to act on behalf of the Company, which individuals have been identified

by the Company on Schedule 3, (with a copy to each of the other individuals identified

by the Company on such schedule), and shall be addressed to each of the individuals identified

by the Agent on Schedule 3, as such Schedule 3 may be updated by either party

from time to time by sending a written notice containing a revised Schedule 3 to the

other party in the manner provided in Section 13. The Placement Notice shall

be effective unless and until (i) in accordance with the notice requirements set forth

in Section 4, the Agent declines to accept the terms contained therein for any

reason, in its sole discretion, (ii) all of the Placement Shares authorized to be sold

under such Placement Notice have been sold, (iii) in accordance with the notice requirements

set forth in Section 4, the Company suspends or terminates the Placement Notice,

(iv) the Company issues a subsequent Placement Notice, (v) in accordance with the notice

requirements set forth in Section 4, the Company suspends sales under or terminates

the Placement Notice for any reason in its sole discretion, or (vi) this Agreement has

been terminated under the provisions of Section 12. The amount of any discount,

commission or other compensation to be paid by the Company to the Agent in connection with

the sale of the Placement Shares shall be calculated in accordance with the terms set forth

in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor

the Agent will have any obligation whatsoever with respect to a Placement or any Placement

Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent

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

upon the terms specified therein and herein. In the event of a conflict between the terms

of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice

will control. Subject to the provisions of Section 5(a), the Agent, for the period

specified in the Placement Notice, will use its commercially reasonable efforts consistent

with its normal trading and sales practices and applicable state and federal laws, rules

and regulations and the rules of the NYSE American (the “Exchange”),

to sell the Placement Shares up to the amount specified in, and otherwise in accordance with

the terms of, such Placement Notice. The Agent will provide written confirmation to the Company

no later than the opening of the Trading Day (as defined below) immediately following the

Trading Day on which it has made sales of Placement Shares hereunder setting forth the number

of Placement Shares sold on such day, the compensation payable by the Company to the Agent

pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined

below) payable to the Company, with an itemization of the deductions made by the Agent (as

set forth in Section 5(c)) from the gross proceeds that it receives from such

sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares

by any method permitted by law deemed to be an “at the market offering” as defined

in Rule 415(a)(4) of the Securities Act. “Trading Day” means

any day on which Common Stock is traded on the Exchange.

3. Sale

of Placement Shares by the Agent. The Agent will provide written confirmation to the

Company no later than the opening of the Trading Day (as defined below) immediately following

the Trading Day on which it has made sales of Placement Shares hereunder setting forth the

number of Placement Shares sold on such day, the compensation payable by the Company to the

Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds

(as defined below) payable to the Company, with an itemization of the deductions made by

the Agent (as set forth in Section 5(c)) from the gross proceeds that it receives

from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement

Shares (i) in privately negotiated transactions with the consent of the Company; (ii) as

block transactions; or (iii) by any other method permitted by law deemed to be an “at

the market offering” as defined in Rule 415(a)(4) of the Securities Act, including

sales made directly on the Exchange or sales made into any other existing trading market

of the Common Stock. The Company acknowledges and agrees that (i) there can be no assurance

that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur

no liability or obligation to the Company or any other person or entity if it does not sell

Placement Shares for any reason other than a failure by the Agent to use its commercially

reasonable efforts consistent with its normal trading and sales practices to sell such Placement

Shares as required under this Agreement and (iii) the Agent shall be under no obligation

to purchase Placement Shares on a principal basis pursuant to this Agreement. “Trading

Day” means any day on which Common Stock is traded on the Exchange.

4. Suspension

of Sales.

(a) The

Company or the Agent may, upon notice to the other party in writing (including by email correspondence

to each of the individuals of the other party set forth on Schedule 3, if receipt

of such correspondence is actually acknowledged by any of the individuals to whom the notice

is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable

facsimile transmission or email correspondence to each of the individuals of the other party

set forth on Schedule 3), suspend any sale of Placement Shares (a “Suspension”);

provided, however, that such Suspension shall not affect or impair any party’s

obligations with respect to any Placement Shares sold hereunder prior to the receipt of such

notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m),

and 7(n) with respect to the delivery of certificates, opinions, or comfort letters

to the Agent, shall be waived. Each of the parties agrees that no such notice under this

Section 4 shall be effective against any other party unless it is made to one

of the individuals identified on Schedule 3, as such Schedule may be updated by either

party from time to time by sending a written notice containing a revised Schedule 3

to the other party in the manner provided in Section 13.

(b) Notwithstanding

any other provision of this Agreement, during any period in which (i) the Company is in possession

of material non-public information or (ii) at any time from and including the date (each,

an “Announcement Date”) on which the Company shall issue a press release

containing, or shall otherwise publicly announce, its earnings, revenues or other results

of operations (each, an “Earnings Release”) through and including the

time that is twenty-four (24) hours after the time that the Company files a Quarterly Report

on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes

consolidated financial statements as of and for the same period or periods, as the case may

be, covered by such Earnings Release or a notice of Suspension has been issued, the Company

and the Agent agree that (A) no sale of Placement Shares will take place, (B) the Company

shall not request the sale of any Placement Shares and shall cancel any effective Placement

Notices instructing the Agent to make any sales and take commercially reasonable steps to

mitigate market signaling or leakage relating to the issuance of any Placement Shares and

5. Settlement;

Delivery to the Agent.

(a) Settlement

of Placement Shares. Unless otherwise specified in the applicable Placement Notice,

settlement for sales of Placement Shares will occur on the first (1st) Trading Day (or such

earlier day as is industry practice or as is required for regular-way trading) following

the date on which such sales are made (each, a “Settlement Date”).

The amount of proceeds to be delivered to the Company on a Settlement Date against receipt

of the Placement Shares sold (the “Net Proceeds”) will be equal

to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s

commission, discount or other compensation for such sales payable by the Company pursuant

to Section 2 hereof, (ii) any other amounts due and payable by the Company to

the Agent hereunder pursuant to Section 8 hereof and (iii) any transaction fees

imposed by any Governmental Authority in respect of such sales.

(b) Delivery

of Placement Shares. On or before each Settlement Date, the Company will, or will cause

its transfer agent to, electronically transfer the Placement Shares being sold by crediting

the Agent’s or its designee’s account (provided the Agent shall have given the

Company written notice of such designee on or prior to the Settlement Date) at The Depository

Trust Company through its Deposit and Withdrawal at Custodian System or by such other means

of delivery as may be mutually agreed upon by the parties hereto which in all cases shall

be freely tradable, transferable, registered shares in good deliverable form. On each Settlement

Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated

by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company,

or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares

on a Settlement Date, in addition to and in no way limiting the rights and obligations set

forth in Section 10(a) hereto, the Company will (i) hold the Agent harmless against

any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred,

arising out of or in connection with such default by the Company or its transfer agent (as

applicable), (ii) pay to the Agent any commission, discount, or other compensation to which

it would otherwise have been entitled absent such default and (iii) take all necessary action

to cause the full amount of any Net Proceeds that were delivered to the Company’s account

with respect to such settlement, together with any costs incurred by the Agent and/or its

clearing firm in connection with recovering such Net Proceeds, to be immediately returned

to the Agent or its clearing firm no later than 5:00 P.M., New York City time, on such Settlement

Date, by wire transfer of immediately available funds to an account designated by the Agent

or its clearing firm.

Registration. Certificates for the Placement Shares, if any, shall be in such

denominations and registered in such names as the Agent may request in writing at least one

full Business Day (as defined below) before the applicable Settlement Date. The certificates

for the Placement Shares, if any, will be made available by the Company for examination and

packaging by the Agent in The City of New York not later than noon (New York time) on

the Business Day prior to the applicable Settlement Date.

(d) Limitations

on Offering Size. Under no circumstances shall the Company cause or request the

offer or sale of any Placement Shares if, after giving effect to the sale of such Placement

Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement

would exceed the lesser of (A) the Maximum Amount and (B) the amount authorized

from time to time to be issued and sold under this Agreement by the Company’s board

of directors, a duly authorized committee thereof or a duly authorized executive committee

(such entity, the “Company Authorization Body”). Under no circumstances

shall the Company cause or request the offer or sale of any Placement Shares pursuant to

this Agreement at a price lower than the minimum price authorized from time to time by the

Company Authorization Body.

6. Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with

the Agent that as of the date of this Agreement and as of each Applicable Time (as defined

below):

(a) Conformity

Registration Statement and Prospectus. The Company and the transactions contemplated

by this Agreement meet the requirements for and comply with the applicable conditions set

forth in Form S-3 (including General Instructions I.A and I.B) under the Securities Act.

The Registration Statement has been or will be filed with the Commission and has been or

will be effective under the Securities Act prior to the issuance of any Placement Notices

by the Company. Prior to the delivery of the first Placement Notice and as of each Applicable

Time thereafter, the Registration Statement is and will be effective. The Prospectus will

name the Agent as the agent in the section entitled “Plan of Distribution.” The

Company has not received, and has no notice of, any order of the Commission preventing or

suspending the use of the Registration Statement, or threatening or instituting proceedings

for that purpose. The Registration Statement and the offer and sale of Placement Shares as

contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply

in all material respects with said Rule. Any statutes, regulations, contracts or other documents

that are required to be described in the Registration Statement or the Prospectus or to be

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

the Registration Statement, the Prospectus, and any such amendments or supplements and all

documents incorporated by reference therein that were filed with the Commission on or prior

to the date of this Agreement have been delivered, or are available through EDGAR, to the

Agent and its counsel. The Company has not distributed and, prior to the later to occur of

each Settlement Date and completion of the distribution of the Placement Shares, will not

distribute any offering material in connection with the offering or sale of the Placement

Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing

Prospectus to which the Agent has consented.

(b) No

Material Misstatement or Omission. The Registration Statement, when it became or becomes

effective, and the Prospectus, and any amendment or supplement thereto, on the date of such

Prospectus or amendment or supplement, conformed and will conform in all material respects

with the requirements of the Securities Act. At each Settlement Date, the Registration Statement

and the Prospectus, as of such date, will conform in all material respects with the requirements

of the Securities Act. The Registration Statement, when it became or becomes effective, did

not, and will not, contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading.

The Prospectus and any amendment and supplement thereto, on the date thereof and at each

Applicable Time (as defined below), did not or will not include an untrue statement of a

material fact or omit to state a material fact necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading. The documents incorporated

by reference in the Registration Statement or the Prospectus did not, and any further documents

filed and incorporated by reference therein will not, when filed with the Commission, contain

an untrue statement of a material fact or omit to state a material fact required to be stated

in such document or necessary to make the statements in such document, in light of the circumstances

under which they were made, not misleading. The foregoing shall not apply to statements in,

or omissions from, any such document made in reliance upon, and in conformity with, information

furnished to the Company by the Agent in writing specifically for use in the preparation

thereof, it being understood and agreed that the only such information furnished by the Agent

to the Company consists of the Agent Information (as defined below).

with the Securities Act and Exchange Act. The Registration Statement, the Prospectus,

any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the Incorporated

Documents, when such documents were or are filed with the Commission under the Securities

Act or the Exchange Act or became or become effective under the Securities Act, as the case

may be, conformed or will conform in all material respects with the requirements of the Securities

Act and the Exchange Act, as applicable.

(d) Exchange

Matters. The Company is subject to and in compliance in all material respects with the

reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The

Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently

listed on the Exchange. The Company has taken no action designed to, or likely to have the

effect of, terminating the registration of the Common Stock under the Exchange Act, delisting

the Common Stock from the Exchange, nor has the Company received any notification that the

Commission or the Exchange is contemplating terminating such registration or listing. To

the Company’s knowledge, it is in compliance with all applicable listing requirements

of the Exchange. The Company has filed a Notification of Listing of Additional Shares with

the Exchange with respect to the Placement Shares.

(e) Financial

Information. The consolidated financial statements of the Company included or incorporated

by reference in the Registration Statement and the Prospectus together with the related notes

and schedules, present fairly, in all material respects, the consolidated financial position

of the Company and the Subsidiaries (as defined below) as of the dates indicated and the

consolidated results of operations, cash flows and changes in stockholders’ equity

of the Company and the Subsidiaries (as defined below) for the periods specified and have

been prepared in compliance with the requirements of the Securities Act and Exchange Act

and in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”)

applied on a consistent basis during the periods involved. To the extent applicable, any

pro forma financial statements, information or data included or incorporated by reference

in the Registration Statement and the Prospectus comply with the requirements of Regulation

S-X of the Securities Act, including, without limitation, Article 8 thereof, fairly present

the information set forth herein, and the assumptions used in the preparation of such pro

forma financial statements and data are reasonable, the pro forma adjustments used therein

are appropriate to give effect to the circumstances referred to therein and the pro forma

adjustments have been properly applied to the historical amounts in the compilation of those

statements and data. The other financial and statistical data with respect to the Company

and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration

Statement and the Prospectus are accurately and fairly presented and prepared on a basis

consistent with the financial statements and books and records of the Company. There are

no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Registration Statement, or the Prospectus that are not included or incorporated

by reference therein as required. The Company and the Subsidiaries (as defined below) do

not have any material liabilities or obligations, direct or contingent (including any off-balance

sheet obligations), not described in the Registration Statement (excluding the exhibits thereto),

and the Prospectus. All disclosures contained or incorporated by reference in the Registration

Statement and the Prospectus regarding “non-GAAP financial measures” (as such

term is defined by the rules and regulations of the Commission) comply with Regulation G

of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent

applicable. The interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement and the Prospectus fairly presents the information

called for in all material respects and has been prepared in accordance with the Commission’s

rules and guidelines applicable thereto.

(f) Conformity

with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the

sale of the Placement Shares pursuant to this Agreement will be identical to the versions

of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except

to the extent permitted by Regulation S-T.

(g) Organization.

The Company is duly organized, validly existing as a corporation and in good standing under

the laws of its jurisdiction of incorporation. The Company is duly licensed or qualified

as a foreign corporation for transaction of business and in good standing under the laws

of each jurisdiction in which its respective ownership or lease of property or the conduct

of its respective business requires such license or qualification, and has all corporate

power and authority necessary to own or hold its respective properties and to conduct its

respective businesses as described in the Registration Statement and the Prospectus, except

where the failure to be so qualified or in good standing or have such power or authority

would not, individually or in the aggregate, have a material adverse effect or would reasonably

be expected to have a material adverse effect on or affecting the assets, business, operations,

earnings, properties, condition (financial or otherwise), results of operations, prospects,

liabilities or stockholders’ equity of the Company and the Subsidiaries (as defined

below) taken as a whole, whether or not arising from transactions in the ordinary course

of business, or prevent or materially interfere with consummation of the transactions contemplated

hereby (a “Material Adverse Effect”).

(h) Subsidiaries.

Each of the Company’s “subsidiaries” (for purposes of this Agreement, as

defined in Rule 405 under the Securities Act) (each, a “Subsidiary”

and collectively, the “Subsidiaries”) is duly organized, validly

existing as a corporation and in good standing under the laws of its jurisdiction of incorporation,

is duly licensed or qualified as a foreign corporation for transaction of business and in

good standing under the laws of each jurisdiction in which its respective ownership or lease

of property or the conduct of its respective business requires such license or qualification,

and has all corporate power and authority necessary to own or hold its respective properties

and to conduct its respective businesses as described in the Registration Statement and the

Prospectus, except where the failure to be so qualified or in good standing or have such

power or authority would not, individually or in the aggregate, have a Material Adverse Effect.

Except as set forth in the Registration Statement and in the Prospectus, the Company owns,

directly or indirectly, all of the equity interests of the Subsidiaries free and clear of

any lien, charge, security interest, encumbrance, right of first refusal or other restriction,

and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable

and free of preemptive and similar rights. No Subsidiary is currently prohibited, directly

or indirectly, from paying any dividends to the Company, from making any other distribution

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

to such Subsidiary from the Company or from transferring any of such Subsidiary’s property

or assets to the Company or any other Subsidiary of the Company. Except for the entities

identified in Exhibit 21 to the Company’s most recent Annual Report on Form 10-K, the

Company does not own or control, directly or indirectly, any corporation, association or

other entity, which constitutes a “significant subsidiary” within the meaning

of Rule 1-02 of Regulation S-X under the Exchange Act.

(i) No

Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in

violation of its charter or by-laws or similar organizational documents; (ii) in default,

and no event has occurred that, with notice or lapse of time or both, would constitute such

a default, in the due performance or observance of any term, covenant or condition contained

in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument

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

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

any of its Subsidiaries are subject; or (iii) in violation of any law or statute or

any judgment, order, rule or regulation of any Governmental Authority, except, in the case

of each of clauses (ii) and (iii) above, for any such violation or default that would not,

individually or in the aggregate, have a Material Adverse Effect. To the Company’s

knowledge, no other party under any material contract or other agreement to which it or any

of its Subsidiaries is a party is in default in any respect thereunder where such default

would have a Material Adverse Effect.

(j) No

Material Adverse Change. Subsequent to the respective dates as of which information is

given in the Registration Statement, the Prospectus and the Free Writing Prospectuses, if

any (including any document deemed incorporated by reference therein), there has not been

(i) any Material Adverse Effect or the occurrence of any development that could reasonably

be expected to result in a Material Adverse Effect, (ii) any transaction which is material

to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability,

direct or contingent (including any off-balance sheet obligations), incurred by the Company

or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole,

(iv) any material change in the capital stock or outstanding long-term indebtedness of the

Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company or any Subsidiary, other than in each case

above in the ordinary course of business or as otherwise disclosed in the Registration Statement

or Prospectus (including any document deemed incorporated by reference therein).

(k) Capitalization.

The issued and outstanding shares of capital stock of the Company have been validly issued,

are fully paid and nonassessable and have been issued in compliance in all material respects

with all federal, state and local securities laws and are free and clear of any security

interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding shares

of capital stock of the Company were issued in violation of any preemptive rights, rights

of first refusal or other similar rights to subscribe for or purchase securities of the Company.

The Company has an authorized, issued and outstanding capitalization as set forth in the

Registration Statement and the Prospectus as of the dates referred to therein (other than

the grant of additional options under the Company’s existing stock option plans, or

changes in the number of outstanding shares of Common Stock of the Company due to the issuance

of shares upon the exercise or conversion of securities exercisable for, or convertible into,

Common Stock outstanding on the date hereof) and such authorized capital stock conforms to

the description thereof set forth in the Registration Statement and the Prospectus. The description

of the securities of the Company in the Registration Statement and the Prospectus is complete

and accurate in all material respects. Except as disclosed in or contemplated by the Registration

Statement or the Prospectus, as of the date referred to therein, the Company does not have

outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities

or obligations convertible into, or exchangeable for, or any contracts or commitments to

issue or sell, any shares of capital stock or other securities.

(l) Authorization;

Enforceability. The Company has full legal right, power and authority to enter into this

Agreement and perform the transactions contemplated hereby. This Agreement has been duly

authorized, executed and delivered by the Company and is a legal, valid and binding agreement

of the Company enforceable in accordance with its terms, except to the extent that enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

creditors’ rights generally and by general equitable principles.

(m) Authorization

of Placement Shares. The Placement Shares, when issued and delivered pursuant to the

terms approved by the board of directors of the Company or a duly authorized committee thereof,

or a duly authorized executive committee, against payment therefor as provided herein, will

be duly and validly authorized and issued and fully paid and nonassessable, free and clear

of any pledge, lien, encumbrance, security interest or other claim, including any statutory

or contractual preemptive rights, resale rights, rights of first refusal or other similar

rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement

Shares, when issued, will conform to the description thereof set forth in or incorporated

into the Prospectus.

(n) No

Consents Required. No consent, approval, license, permit, authorization, order, registration

or qualification of or with any Governmental Authority is required for the execution, delivery

and performance by the Company of this Agreement, the issuance and sale by the Company of

the Placement Shares, except for such consents, approvals, licenses, permits, authorizations,

orders and registrations or qualifications as have already been obtained or as may be required

under applicable state securities laws or by the by-laws and rules of the Financial Industry

Regulatory Authority (“FINRA”) or the Exchange in connection with

the sale of the Placement Shares by the Agent.

(o) No

Preferential Rights. Except as set forth in the Registration Statement and the Prospectus,

(i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under

the Securities Act (each, a “Person”), has the right, contractual

or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares

of any other capital stock or other securities of the Company, (ii) no Person has any

preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other

rights (whether pursuant to a “poison pill” provision or otherwise) to purchase

any Common Stock or shares of any other capital stock or other securities of the Company,

(iii) no Person has the right to act as an underwriter or as a financial advisor to

the Company in connection with the offer and sale of the Placement Shares hereunder, and

(iv) no Person has the right, contractual or otherwise, to require the Company to register

under the Securities Act any Common Stock or shares of any other capital stock or other securities

of the Company, or to include any such shares or other securities in the Registration Statement

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

of the Registration Statement or the sale of the Placement Shares as contemplated thereby

or otherwise.

(p) Independent

Public Accounting Firm. UHY LLP, whose report on the consolidated financial statements

of the Company is filed with the Commission as part of the Company’s most recent Annual

Report on Form 10-K filed with the Commission and incorporated by reference into the Registration

Statement and the Prospectus, is and, during the periods covered by its report, was an independent

registered public accounting firm within the meaning of the Securities Act and the Public

Company Accounting Oversight Board (United States). Carr, Riggs & Ingram, LLC, whose

report on such financial statements is so included or incorporated by reference in the Registration

Statement or in the Prospectus, is and, during the periods covered by its report, was an

independent registered public accounting firm within the meaning of the Securities Act and

the Public Company Accounting Oversight Board (United States). UHY LLP and Carr, Riggs &

Ingram, LLC are each referred to herein as an “Accountant.” To

the Company’s knowledge, neither Accountant is in violation of the auditor independence

requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)

with respect to the Company. Neither Accountant has been engaged by the Company to perform

any “prohibited activities” or provided to the Company any “non-audit services”

(as defined in Section 10A of the Exchange Act).

(q) Enforceability

of Agreements. All agreements between the Company and third parties expressly referenced

in the Registration Statement and Prospectus are legal, valid and binding obligations of

the Company enforceable in accordance with their respective terms, except to the extent that

(i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium

or similar laws affecting creditors’ rights generally and by general equitable principles

and (ii) the indemnification provisions of certain agreements may be limited by federal

or state securities laws or public policy considerations in respect thereof.

(r) No

Litigation. Except as set forth in the Registration Statement or the Prospectus, there

are no actions, suits or proceedings by or before any Governmental Authority pending, nor

any audits or investigations by or before any Governmental Authority to which the Company

or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries

is the subject that, individually or in the aggregate, would have a Material Adverse Effect

and no such actions, suits, proceedings, audits or investigations are threatened or contemplated

by any Governmental Authority or threatened by others; and (i) there are no current

or pending audits or investigations, actions, suits or proceedings by or before any Governmental

Authority that are required under the Securities Act to be described in the Registration

Statement and Prospectus that are not so described; and (ii) there are no contracts

or other documents that are required under the Securities Act to be filed as exhibits to

the Registration Statement that are not described in all material respects or filed as required.

(s) Consents

and Permits. The Company and each Subsidiary possess such valid and current certificates,

authorizations or permits issued by the appropriate state, federal or foreign regulatory

agencies or bodies necessary to conduct their respective businesses, and neither the Company

nor any Subsidiary has received, or has any reason to believe that it will receive, any notice

of proceedings relating to the revocation or modification of, or non-compliance with, any

such certificate, authorization or permit which, singly or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, could result in a Material Adverse Effect.

To the Company’s knowledge, neither the Company, any of its Subsidiaries nor any of

its directors, officers, employees or agents has made, or caused the making of, any false

statements on, or material omissions from, any other records or documentation prepared or

maintained to comply with the requirements of any Governmental Authority.

(t) Intellectual

Property. Except as disclosed in the Registration Statement and the Prospectus, the Company

and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic

patents, patent applications, trade and service marks, trade and service mark registrations,

trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain

names, know-how (including unpatented and/or unpatentable proprietary or confidential information,

systems or procedures) and other intellectual property (collectively, the “Intellectual

Property”), necessary for the conduct of their respective businesses as now

conducted except to the extent that the failure to own, possess, license or otherwise hold

adequate rights to use such Intellectual Property would not, individually or in the aggregate,

have a Material Adverse Effect. Except as disclosed in the Registration Statement and the

Prospectus (i) there are no rights of third parties to any such Intellectual Property owned

by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement

by third parties of any such Intellectual Property; (iii) there is no pending or, to the

Company’s knowledge, threatened action, suit, proceeding or claim by others challenging

the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property,

and the Company is unaware of any facts which could form a reasonable basis for any such

action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge,

threatened action, suit, proceeding or claim by others challenging the validity or scope

of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge,

threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries

infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary

rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent

or published U.S. patent application which contains claims for which an Interference Proceeding

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

described in the Prospectus as being owned by or licensed to the Company; (vii) all employees

or contractors engaged in the development of Intellectual Property on behalf of the Company

or its Subsidiaries have executed or have an obligation to execute an invention assignment

agreement whereby such employees or contractors presently assign all of their right, title

and interest in and to such Intellectual Property to the Company or the applicable subsidiary,

and to the Company’s knowledge no such agreement has been breached or violated; (viii)

the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately

maintain all information intended to be maintained as a trade secret; and (ix) the Company

and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual

Property has been licensed to the Company or such Subsidiary, and all such agreements are

in full force and effect, except, in the case of any of clauses (i)-(ix) above, for any such

infringement by third parties or any such pending or threatened suit, action, proceeding

or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

(u) Market

Capitalization. At the time the Registration Statement was or will be originally declared

effective, and at the time the Company’s most recent Annual Report on Form 10-K was

filed with the Commission, the Company met or will meet the then applicable requirements

for the use of Form S-3 under the Securities Act, including, but not limited to, General

Instruction I.B.6 of Form S-3. -The Company is not a shell company (as defined

in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar

months previously and if it has been a shell company at any time previously, has filed current

Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at

least 12 calendar months previously reflecting its status as an entity that is not a shell

company.

(v) FINRA

Matters. Neither the Company nor any of the Subsidiaries is required to register as a

“broker” or “dealer” in accordance with the provisions of the Exchange

Act and do not, directly or indirectly through one or more intermediaries, control or have

any other association with (within the meaning of Article I of the By-laws of FINRA) any

member firm of FINRA. No relationship, direct or indirect, exists between or among the Company,

on the one hand, and the directors, officers or shareholders of the Company, on the other

hand, which is required by the rules of FINRA to be described in the Registration Statement

and the Prospectus, which is not so described. The information provided to the Agent by the

Company, its counsel, and its officers and directors for purposes of the Agent’s compliance

with applicable FINRA rules in connection with the offering of the Placement Shares is true,

complete, and correct and compliant with FINRA’s rules.

(w) No

Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any

installment on indebtedness for borrowed money or on any rental on one or more long-term

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

The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange

Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has

failed to pay any dividend or sinking fund installment on preferred stock or (ii) has

defaulted on any installment on indebtedness for borrowed money or on any rental on one or

more long-term leases, which defaults, individually or in the aggregate, would have a Material

Adverse Effect.

(x) Certain

Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their

respective directors, officers or controlling persons has taken, directly or indirectly,

(i) any action designed, or that has constituted or would reasonably be expected to cause

or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of the Placement Shares

or (ii) any action designed to or that might constitute or reasonably be expected to cause

or result in a violation of Regulation M under the Exchange Act.

(y) No

Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for

any legal, tax or accounting advice in connection with the offering and sale of Placement

Shares.

(z) Taxes.

The Company and each of its Subsidiaries have filed all federal, state, local and foreign

tax returns which have been required to be filed and paid all taxes shown thereon through

the date hereof, to the extent that such taxes have become due and are not being contested

in good faith, except where the failure to so file or pay would not have a Material Adverse

Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or

the Prospectus, no tax deficiency has been determined adversely to the Company or any of

its Subsidiaries which has had, or would have, individually or in the aggregate, a Material

Adverse Effect. The Company has no knowledge of any federal, state or other governmental

tax deficiency, penalty or assessment which has been or might be asserted or threatened against

it which would have a Material Adverse Effect. The charges, accruals and reserves on the

books of the Company and its Subsidiaries in respect of any income or other tax liability

for any years not finally determined are adequate to meet any assessments or re-assessments

for additional tax for any years not finally determined, except to the extent of any inadequacy

that would not reasonably be expected to result in a Material Adverse Effect.

(aa) Title

to Real and Personal Property. Except as set forth in the Registration Statement or the

Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple

to all items of real property owned by them, good and valid title to all personal property

described in the Registration Statement or Prospectus as being owned by them, in each case

free and clear of all liens, encumbrances and claims, except those matters that (i) do not

materially interfere with the use made and proposed to be made of such property by the Company

and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material

Adverse Effect. Any real or personal property described in the Registration Statement or

Prospectus as being leased by the Company and any of its Subsidiaries is held by them under

valid, existing and enforceable leases, except those that (A) do not materially interfere

with the use made or proposed to be made of such property by the Company or any of its Subsidiaries

or (B) would not be reasonably expected, individually or in the aggregate, to have a Material

Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with

all applicable codes, laws and regulations (including, without limitation, building and zoning

codes, laws and regulations and laws relating to access to such properties), except if and

to the extent disclosed in the Registration Statement or Prospectus or except for such failures

to comply that would not, individually or in the aggregate, reasonably be expected to interfere

in any material respect with the use made and proposed to be made of such property by the

Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company

or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation

of, or zoning change affecting, the properties of the Company and its Subsidiaries, and to

the Company’s knowledge, there is no such condemnation or zoning change which is threatened,

except for such that would not reasonably be expected to interfere in any material respect

with the use made and proposed to be made of such property by the Company and its Subsidiaries

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

(bb) Environmental

Laws. Except as set forth in the Registration Statement or the Prospectus, the Company

and its Subsidiaries (i) are in compliance with any and all applicable federal, state,

local and foreign laws, rules, regulations, decisions and orders relating to the protection

of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants

or contaminants (collectively, “Environmental Laws”); (ii) have

received and are in compliance with all permits, licenses or other approvals required of

them under applicable Environmental Laws to conduct their respective businesses as described

in the Registration Statement and the Prospectus; and (iii) have not received notice

of any actual or potential liability for the investigation or remediation of any disposal

or release of hazardous or toxic substances or wastes, pollutants or contaminants, except,

in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or

failure to receive required permits, licenses, other approvals or liability as would not,

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

(cc) Disclosure

Controls. The Company and each of its Subsidiaries maintain systems of internal accounting

controls sufficient to provide reasonable assurance that (i) transactions are executed

in accordance with management’s general or specific authorizations; (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with

GAAP and to maintain asset accountability; (iii) access to assets is permitted only

in accordance with management’s general or specific authorization; and (iv) the

recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences. The Company’s internal

control over financial reporting is effective and the Company is not aware of any material

weaknesses in its internal control over financial reporting (other than as set forth in the

Prospectus). Since the date of the latest audited financial statements of the Company included

in the Prospectus, there has been no change in the Company’s internal control over

financial reporting that has materially affected, or is reasonably likely to materially affect,

the Company’s internal control over financial reporting (other than as set forth in

the Prospectus). The Company has established disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls

and procedures to ensure that material information relating to the Company and each of its

Subsidiaries is made known to the certifying officers by others within those entities, particularly

during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report

on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers

have evaluated the effectiveness of the Company’s disclosure controls and procedures

as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year

most recently ended (such date, the “Evaluation Date”). The Company

presented in its Form 10-K for the fiscal year most recently ended the conclusions of the

certifying officers about the effectiveness of the disclosure controls and procedures based

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

are effective. Since the Evaluation Date, there have been no significant changes in the Company’s

internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities

Act) or, to the Company’s knowledge, in other factors that could significantly affect

the Company’s internal controls.

(dd) Sarbanes-Oxley.

There is and has been no failure on the part of the Company or any of the Company’s

directors or officers, in their capacities as such, to comply in all material respects with

any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated

thereunder. Each of the principal executive officer and the principal financial officer of

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

financial officer of the Company as applicable) has made all certifications required by Sections

302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements

and other documents required to be filed by it or furnished by it to the Commission. For

purposes of the preceding sentence, “principal executive officer” and “principal

financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley

Act.

(ee) Finder’s

Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for

any finder’s fees, brokerage commissions or similar payments in connection with the

transactions herein contemplated, except as may otherwise exist with respect to the Agent

pursuant to this Agreement.

(ff) Labor

Disputes. No labor disturbance by or dispute with employees of the Company or any of

its Subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, and

the Company is not aware of any existing, threatened or imminent labor disturbance by the

employees of any of its principal suppliers, manufacturers or contractors which would, singly

or in the aggregate, result in a Material Adverse Effect on the Company and its Subsidiaries,

taken as a whole.

(gg) Investment

Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect

to the offering and sale of the Placement Shares, will be an “investment company”

or an entity “controlled” by an “investment company,” as such terms

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

Company Act”). The Company shall conduct its business in a manner so that it

will not become an “investment company” subject to registration under the Investment

Company Act.

(hh) Operations.

The operations of the Company and its Subsidiaries are and have been conducted at all times

in compliance in all material respects with applicable financial record keeping and reporting

requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries

are subject, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any Governmental Authority (collectively,

the “Money Laundering Laws”); and no action, suit or proceeding

by or before any Governmental Authority involving the Company or any of its Subsidiaries

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

threatened.

(ii) Off-Balance

Sheet Arrangements. There are no transactions, arrangements and other relationships between

and/or among the Company, and/or any of its affiliates and any unconsolidated entity, including,

but not limited to, any structured finance, special purpose or limited purpose entity (each,

an “Off-Balance Sheet Transaction”) that could reasonably be expected

to affect materially the Company’s liquidity or the availability of or requirements

for its capital resources, including those Off-Balance Sheet Transactions described in the

Commission’s Statement about Management’s Discussion and Analysis of Financial

Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to

be described in the Registration Statement and the Prospectus which have not been described

as required.

(jj) Other

Underwriter Agreements. The Company is not a party to any agreement with an agent or

underwriter for any other “at the market”, equity line of credit or other continuous

equity transaction.

(kk) Merger

Agreement. The Agreement and Plan of Merger, dated as of May 27, 2026, by and among the

Company, Healthy Choice Wellness II Corp. and Host Digital (the “Merger Agreement”),

has been duly authorized, executed and delivered by the Company, is in full force and effect

and has not been terminated, amended, modified or waived in any material respect, except

as disclosed in the Registration Statement and the Prospectus. Neither the Company nor, to

the Company’s knowledge, any other party thereto is in breach of or default under the

Merger Agreement. The Company has obtained the prior written consent of Host Digital required

under Section 4.1(b) of the Merger Agreement to the execution and delivery of this Agreement

and to the offer, issuance and sale of the Placement Shares as contemplated hereby, and such

consent remains in full force and effect and has not been withdrawn, revoked or modified.

(ll) ERISA.

To the knowledge of the Company, each material employee benefit plan, within the meaning

of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

that is maintained, administered or contributed to by the Company or any of its affiliates

for employees or former employees of the Company and any of its Subsidiaries has been maintained

in material compliance with its terms and the requirements of any applicable statutes, orders,

rules and regulations, including but not limited to ERISA and the Internal Revenue Code of

1986, as amended (the “Code”); no prohibited transaction, within

the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would

result in a material liability to the Company with respect to any such plan excluding transactions

effected pursuant to a statutory or administrative exemption; and for each such plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA,

no “accumulated funding deficiency” as defined in Section 412 of the Code

has been incurred, whether or not waived, and the fair market value of the assets of each

such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present

value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(mm) Forward-Looking

Statements. Each financial or operational projection or other forward-looking statement

(within the meaning of Section 27A of the Securities Act and Section 21E of the

Exchange Act) (a “Forward-Looking Statement”) contained in the

Registration Statement and the Prospectus (i) was so included by the Company in good faith

and with a reasonable basis after due consideration by the Company of the underlying assumptions,

estimates and other applicable facts and circumstances and (ii) as required, is accompanied

by meaningful cautionary statements identifying those factors that could cause actual results

to differ materially from those in such Forward-Looking Statement. No Forward-Looking Statement

was made with the knowledge of a director or executive officer of the Company that was false

or misleading.

(nn) Agent

Purchases, Research Analyst Independence. The Company understands that the Agent

is a full service securities firm and as such from time to time, subject to applicable securities

laws, may effect transactions for its own account or the account of its customers and hold

long or short positions in debt or equity securities of the companies that may be the subject

of the transactions contemplated by this Agreement. The Company further acknowledges that

the Agent’s research analysts and research departments are required to and should be

independent from their respective investment banking divisions and are subject to certain

regulations and internal policies, and as such the Agent’s research analysts may hold

views and make statements or investment recommendations and/or publish research reports with

respect to the Company or the offering contemplated by this Agreement that differ from the

views of their respective investment banking divisions.

(oo) Margin

Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application

of the proceeds thereof by the Company as described in the Registration Statement and the

Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve

System or any other regulation of such Board of Governors.

(pp) Insurance.

The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts

and covering such risks as the Company and each of its Subsidiaries reasonably believe are

adequate for the conduct of their properties and as is customary for companies engaged in

similar businesses in similar industries. Neither the Company nor its Subsidiaries has been

refused any insurance coverage sought or applied for. Neither the Company nor its Subsidiaries

has any reason to believe that it will not be able to renew its existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as

may be necessary to continue its business at a cost that would not reasonably be expected

to, singly or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries,

taken as a whole.

(qq) No

Improper Practices. (i) Neither the Company nor the Subsidiaries, nor, to the Company’s

knowledge, any director, officer, or employee of the Company or any Subsidiary nor, to the

Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company

or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate

for any political office (or failed fully to disclose any contribution in violation of applicable

law) or made any contribution or other payment to any official of, or candidate for, any

federal, state, municipal, or foreign office or other person charged with similar public

or quasi-public duty in violation of any applicable law or of the character required to be

disclosed in the Registration Statement and the Prospectus; (ii) no relationship, direct

or indirect, exists between or among the Company or any Subsidiary or any affiliate of any

of them, on the one hand, and the directors, officers and stockholders of the Company or

any Subsidiary, on the other hand, that is required by the Securities Act to be described

in the Registration Statement and the Prospectus that is not so described; (iii) except

as described in the Registration Statement and the Prospectus, there are no material outstanding

loans or advances or material guarantees of indebtedness by the Company or any Subsidiary

to or for the benefit of any of their respective officers or directors or any of the members

of the families of any of them; and (iv) the Company has not offered, or caused any placement

agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a

customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s

level or type of business with the Company or any Subsidiary or (B) a trade journalist

or publication to write or publish favorable information about the Company or any Subsidiary

or any of their respective products or services, and, (v) neither the Company nor any Subsidiary

nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s

knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary

has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt

Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, or any other applicable

anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”),

(B) promised, offered, provided, attempted to provide or authorized the provision of anything

of value, directly or indirectly, to any person for the purpose of obtaining or retaining

business, influencing any act or decision of the recipient, or securing any improper advantage;

or (C) made any payment of funds of the Company or any Subsidiary or received or retained

any funds in violation of any Anti-Corruption Laws. The Company and its Subsidiaries and,

to the knowledge of the Company, the Company’s affiliates have conducted their respective

businesses in compliance in all material respects with the Anti-Corruption Laws and have

instituted and maintain policies and procedures designed to ensure, and which are reasonably

expected to continue to ensure, continued compliance therewith.

(rr) Status

Under the Securities Act. The Company was not and is not an ineligible issuer as defined

in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the

Securities Act in connection with the offering of the Placement Shares.

(ss) No

Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing

Prospectus, as of its issue date and as of each Applicable Time (as defined below), did not,

does not and will not include any information that conflicted, conflicts or will conflict

with the information contained in the Registration Statement or the Prospectus, including

any incorporated document deemed to be a part thereof that has not been superseded or modified.

The foregoing sentence does not apply to statements in or omissions from any Issuer Free

Writing Prospectus based upon and in conformity with written information furnished to the

Company by the Agent specifically for use therein.

(tt) No

Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale

of the Placement Shares, nor the consummation of any of the transactions contemplated herein

and therein, nor the compliance by the Company with the terms and provisions hereof and thereof

will conflict with, or will result in a breach of, any of the terms and provisions of, or

has constituted or will constitute a default under, or has resulted in or will result in

the creation or imposition of any lien, charge or encumbrance upon any property or assets

of the Company pursuant to the terms of any contract or other agreement to which the Company

may be bound or to which any of the property or assets of the Company is subject, except

(i) such conflicts, breaches or defaults as may have been waived, and (ii) such conflicts,

breaches and defaults that would not have a Material Adverse Effect.

(uu) Sanctions.

(i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively,

the “Entity”) or, to the Company’s knowledge, any director,

officer, employee, agent, affiliate or representative of the Entity, is a government, individual,

or entity (in this paragraph (uu), “Person”) that is, or is owned

or controlled by a Person that is:

(A) the

subject of any sanctions administered or enforced by the U.S. Department of Treasury’s

Office of Foreign Assets Control (“OFAC”), the United Nations Security

Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities,

including, without limitation, designation on OFAC’s Specially Designated Nationals

and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively,

“Sanctions”), nor

(B) located,

organized or resident in a country or territory that is the subject of Sanctions that broadly

prohibit dealings with that country or territory (including, without limitation, Cuba, Iran,

North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk

People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas

of the Zaporizhzhia and Kherson Regions of Ukraine (or any other Covered Region of Ukraine

identified pursuant to Executive Order 14065)) (the “Sanctioned Countries”).

(ii) The

Entity represents and covenants that it will not, directly or indirectly, use the proceeds

of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other Person:

(A) to

fund or facilitate any activities or business of or with any Person or in any country or

territory that, at the time of such funding or facilitation, is the subject of Sanctions

or is a Sanctioned Country; or

(B) in

any other manner that will result in a violation of Sanctions by any Person (including any

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

(iii) The

Entity represents and covenants that, except as detailed in the Registration Statement and

the Prospectus, during the applicable statute of limitations period, it has not engaged in,

is not now engaging in, and will not engage in, any dealings or transactions with any Person,

or in any country or territory, that at the time of the dealing or transaction is or was

the subject of Sanctions or is or was a Sanctioned Country.

(vv) Export

Compliance. The Company and each of its subsidiaries has not, nor has any director, officer,

agent, employee or other Person acting on behalf of the Company or any of its subsidiaries

violated or failed to comply with any applicable law related to the export or reexport of

goods (including hardware, software, technology and data), services and know-how except in

such cases as would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect.

(ww) Stock

Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than

income taxes) which are required to be paid in connection with the sale and transfer of the

Placement Shares to be sold hereunder will be, or will have been, fully paid or provided

for by the Company and all laws imposing such taxes will be or will have been fully complied

with.

(xx) Compliance

with Laws. The Company and each of its Subsidiaries are in compliance in all material

respects with all applicable laws, regulations and statutes (including all environmental

laws and regulations) in the jurisdictions in which it carries on business; the Company has

not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know

of, any facts that could give rise to a notice of non-compliance with any such laws, regulations

and statutes, and is not aware of any pending change or contemplated change to any applicable

law or regulation or governmental position; in each case that would materially adversely

affect the business of the Company or the business or legal environment under which the Company

operates.

(yy) Intentionally

Omitted.1

(zz) Statistical

and Market-Related Data. The statistical, demographic and market-related data included

in the Registration Statement and Prospectus are based on or derived from sources that the

Company believes to be reliable and accurate or represent the Company’s good faith

estimates that are made on the basis of data derived from such sources and the Company has

obtained the written consent to the use of such data from such sources to the extent required.

(aaa) 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 each of its Subsidiaries as currently conducted, free and clear of all material bugs,

errors, defects, Trojan horses, time bombs, malware and other corruptants. 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 all “Personal Data” (defined

below) and all sensitive, confidential or regulated data (“Confidential 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 GDPR; (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”);

(v) any “personal information” as defined by the California Consumer Privacy

Act (“CCPA”); and (vi) 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.

Except as disclosed in the Registration Statement and Prospectus, 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,

nor any incidents under internal review or investigations relating to the same. The Company

and its Subsidiaries are presently in material 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, Confidential Data, and Personal Data and to the protection of

such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation

or modification.

NTD: Company does not develop, manufacture or distribute products and the “Compliance with Laws” representation should be

sufficient to address other concerns.

(bbb) Compliance

with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times

were, in material compliance with all applicable state and federal data privacy and security

laws and regulations, including without limitation HIPAA, CCPA, and the European Union General

Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,

the “Privacy Laws”). To ensure compliance with the Privacy Laws,

the Company has in place, complies with, and takes appropriate steps to ensure compliance

in all material respects with their policies and procedures relating to data privacy and

security and the collection, storage, use, processing, disclosure, handling, and analysis

of Personal Data and Confidential Data (the “Policies”). The Company

has 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 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.

(ccc) Emerging

Growth Company Status. From the time of the initial filing of the Company’s first

registration statement with the Commission through the date hereof, the Company has been

and is an “emerging growth company,” as defined in Section 2(a) of the Securities

Act (an “Emerging Growth Company”).

(ddd) Bankruptcy.

The Company is not in or subject to a bankruptcy or insolvency proceeding in any jurisdiction.

Any

certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with

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

forth therein.

7. Covenants

of the Company. The Company covenants and agrees with the Agent that:

(a) Registration

Statement Amendments. After the date of this Agreement and during any period in which

a Prospectus relating to any Placement Shares is required to be delivered by the Agent under

the Securities Act (including in circumstances where such requirement may be satisfied pursuant

to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the

Agent promptly of the time when any subsequent amendment to the Registration Statement has

been filed with the Commission and/or has become effective, any Rule 462(b) Registration

Statement has been filed with the Commission or any subsequent supplement to the Prospectus

has been filed and of any request by the Commission for any amendment or supplement to the

Registration Statement or Prospectus or for additional information (provided, however,

that the Company shall not be obligated to notify the Agent of the filing of any Incorporated

Documents which do not discuss this Agreement, the Placement or the Agent), (ii) the

Company will prepare and file with the Commission, promptly upon the Agent’s request,

any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s

reasonable opinion, may be necessary or advisable in connection with the distribution of

the Placement Shares by the Agent (provided, however, that the failure of the

Agent to make such request shall not relieve the Company of any obligation or liability hereunder,

or affect the Agent’s right to rely on the representations and warranties made by the

Company in this Agreement and provided, further, that the only remedy the Agent

shall have with respect to the failure by the Company to make such filing (but without limiting

the Agent’s rights under Section 10 hereof) shall be to cease making sales

under this Agreement until such amendment or supplement is filed); (iii) the Company

will not file any amendment or supplement to the Registration Statement or Prospectus or

any Rule 462(b) Registration Statement relating to the Placement Shares or a security convertible

into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been

submitted to the Agent within a reasonable period of time before the filing and the Agent

has not objected thereto (provided, however, that the failure of the Agent

to make such objection shall not relieve the Company of any obligation or liability hereunder,

or affect the Agent’s right to rely on the representations and warranties made by the

Company in this Agreement and provided, further, that the only remedy the Agent

shall have with respect to the failure by the Company to obtain such consent (but without

limiting the Agent’s rights under Section 10 hereof) shall be to cease

making sales under this Agreement) and the Company will furnish to the Agent at the time

of filing thereof a copy of any Incorporated Documents, except for those documents available

via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus

to be filed with the Commission as required pursuant to the applicable paragraph of Rule

424(b) of the Securities Act or, in the case of Incorporated Documents, to be filed with

the Commission as required pursuant to the Exchange Act, within the time period prescribed

(the determination to file or not file any amendment or supplement with the Commission under

this Section 7(a), based on the Company’s reasonable opinion or reasonable

objections, shall be made exclusively by the Company).

(b) Notice

of Commission Stop Orders. The Company will advise the Agent, promptly after it receives

notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission

of any stop order suspending the effectiveness of the Registration Statement or any Rule

462(b) Registration Statement, of the suspension of the qualification of the Placement Shares

for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding

for any such purpose; and it will promptly use its commercially reasonable efforts to prevent

the issuance of any stop order or to obtain its withdrawal if such a stop order should be

issued. The Company will advise the Agent promptly after it receives any request by the Commission

for any amendments to the Registration Statement or any Rule 462(b) Registration Statement

or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or

for additional information related to the offering of the Placement Shares or for additional

information related to the Registration Statement, any Rule 462(b) Registration Statement,

the Prospectus or any Issuer Free Writing Prospectus.

of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to

the Placement Shares is required to be delivered by the Agent under the Securities Act with

respect to the offer and sale of the Placement Shares, (including in circumstances where

such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar

rule), the Company will comply with all requirements imposed upon it by the Securities Act,

as from time to time in force, and will file on or before their respective due dates all

reports and any definitive proxy or information statements required to be filed by the Company

with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of

or under the Exchange Act. If the Company has omitted any information from the Registration

Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to

comply with the provisions of and make all requisite filings with the Commission pursuant

to said Rule 430B and to notify the Agent promptly of all such filings and to notify the

Agent promptly of all such filings relating to the Placement Shares if not available on EDGAR.

If during such period any event occurs as a result of which the Prospectus as then amended

or supplemented would include an untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances then existing,

not misleading, or if during such period it is necessary to amend or supplement the Registration

Statement or Prospectus to comply with the Securities Act, the Company will promptly notify

the Agent to suspend the offering of Placement Shares during such period and the Company

will promptly amend or supplement the Registration Statement or Prospectus (at the expense

of the Company) so as to correct such statement or omission or effect such compliance (provided,

however, that the only remedy the Agent shall have with respect to the failure by

the Company to file such amendment or supplement to the Registration Statement or Prospectus

(but without limiting the Agent’s rights under Section 10 hereof) shall

be to cease making sales under this Agreement).

(d) Listing

of Placement Shares. During any period in which the Prospectus relating to the Placement

Shares is required to be delivered by the Agent under the Securities Act with respect to

a pending sale of the Placement Shares (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its

reasonable best efforts to cause the Placement Shares to be listed on the Exchange.

(e) Delivery

of Registration Statement and Prospectus. The Company will furnish to the Agent and its

counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus

(including all Incorporated Documents) and all amendments and supplements to the Registration

Statement or Prospectus that are filed with the Commission during any period in which a Prospectus

relating to the Placement Shares is required to be delivered under the Securities Act (including

all Incorporated Documents), in each case as soon as reasonably practicable and in such quantities

as the Agent may from time to time reasonably request and, at the Agent’s request,

will also furnish copies of the Prospectus to each exchange or market on which sales of the

Placement Shares may be made; provided, however, that the Company shall not

be required to furnish any document (other than the Prospectus) to the Agent to the extent

such document is available on EDGAR.

(f) Earning

Statement. The Company will make generally available to its security holders and to the

Agent as soon as practicable, but in any event not later than 15 months after the end of

the Company’s current fiscal quarter, an earnings statement covering a 12-month period

that satisfies the provisions of Section 11(a) of and Rule 158 under the Securities

Act.

(g) Use

of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in

the section entitled “Use of Proceeds.”

(h) Notice

of Other Sales. Without the prior written consent of the Agent, the Company will not,

directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or

otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to

this Agreement) or securities convertible into or exchangeable or exercisable for Common

Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning

on the fifth (5th) Trading Day immediately prior to the date on which any Placement

Notice is delivered to the Agent hereunder and ending on the fifth (5th) Trading

Day immediately following the final Settlement Date with respect to Placement Shares sold

pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended

prior to the sale of all Placement Shares covered by a Placement Notice, the date of such

suspension or termination); and will not directly or indirectly in any other “at the

market”, equity line of credit or other continuous equity transaction offer to sell,

sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock

(other than the Placement Shares offered pursuant to this Agreement) or securities convertible

into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase

or acquire, Common Stock prior to the sixtieth (60th) day immediately following

the termination of this Agreement; provided, however, that such restrictions

will not be required in connection with the Company’s issuance or sale of (i) Common

Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options,

pursuant to any employee or director stock option or benefits plan, stock ownership plan

or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits

in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented,

(ii) Common Stock issuable upon conversion of securities or the exercise of warrants,

options or other rights in effect or outstanding, and disclosed in filings by the Company

available on EDGAR or otherwise in writing to the Agent and (iii) Common Stock or securities

convertible into or exchangeable or exercisable for shares of Common Stock as consideration

for mergers, acquisitions, other business combinations or strategic alliances occurring after

the date of this Agreement which are not issued for capital raising purposes.

(i) Change

of Circumstances. The Company will, at any time during a fiscal quarter in which the

Company intends to tender a Placement Notice or sell Placement Shares, advise the Agent promptly

after it shall have received notice or obtained knowledge thereof, of any information or

fact that would alter or affect in any material respect any opinion, certificate, letter

or other document provided or required to be provided to the Agent pursuant to this Agreement.

Without limiting the foregoing, the Company will advise the Agent promptly of (i) any termination

of the Merger Agreement, (ii) any amendment, modification or waiver of the Merger Agreement

and (iii) any withdrawal, revocation or modification of the consent of Host Digital referred

to in Section 6.

(j) Due

Diligence Cooperation. The Company will cooperate with any reasonable due diligence review

conducted by the Agent or its representatives in connection with the transactions contemplated

hereby, including, without limitation, providing information and making available documents

and senior corporate officers, during regular business hours and at the Company’s principal

offices or via remote digital access, as the Agent may reasonably request.

(k) Required

Filings Relating to Placement of Placement Shares. The Company shall disclose, in its

Quarterly Reports on Form 10-Q and in its Annual Report on Form 10-K to be filed by the Company

with the Commission from time to time, the number of the Placement Shares sold through the

Agent under this Agreement, and the net proceeds to the Company from the sale of the Placement

Shares pursuant to this Agreement during the relevant quarter or, in the case of an Annual

Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth

quarter of such fiscal year. The Company agrees that on such dates as the Securities Act

shall require, the Company will (i) file a prospectus supplement with the Commission

under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing

date under Rule 424(b), a “Filing Date”), which prospectus supplement

will set forth, within the relevant period, the amount of Placement Shares sold through the

Agent, the Net Proceeds to the Company and the compensation payable by the Company to the

Agent with respect to such Placement Shares, and (ii) deliver such number of copies

of each such prospectus supplement to each exchange or market on which such sales were effected

as may be required by the rules or regulations of such exchange or market.

(l) Representation

Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each

time the Company:

(i) files

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

supplement relating solely to an offering of securities other than the Placement Shares)

the Registration Statement or the Prospectus relating to the Placement Shares by means of

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

by reference into the Registration Statement or the Prospectus relating to the Placement

Shares;

(ii) files

an Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing

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

(iii) files

its Quarterly Reports on Form 10-Q under the Exchange Act; or

(iv) files

a Current Report on Form 8-K containing (x) amended financial information (other than information

“furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure

pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties

as discontinued operations in accordance with Statement of Financial Accounting Standards

No. 144) or (y) disclosing any material transaction requiring the filing of historical or

pro forma financial statements under Item 9.01 of Form 8-K and subject to the guidance set

forth in Section 2050.3 of the Financial Reporting Manual of the Commission under the

Exchange Act (each date of filing of one or more of the documents referred to in clauses

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

the

Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained

in such Form 8K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l), modified,

as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate

under this Section 7(l) shall automatically be waived for any Representation Date occurring at a time when no Placement Notice

is outstanding or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers

a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation

Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when

a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company

delivers the Placement Notice or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent

with a certificate in the form attached hereto as Exhibit 7(l) dated as of the date that the Placement Notice is delivered.

(m) Legal

Opinion. (1) Prior to the date of the first Placement Notice and (2) on each Representation

Date with respect to which the Company is obligated to deliver a certificate pursuant to

Section 7(l) for which no waiver is applicable and excluding the date of this

Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative

assurance letter of Cozen O’Connor (“Company Counsel”), or

other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to

the Agent and its counsel, substantially similar to the form previously provided to the Agent

and its counsel, modified, as necessary, to relate to the Registration Statement and the

Prospectus as then amended or supplemented; provided, that in lieu of such opinions

and negative assurance letters for subsequent periodic filings under the Exchange Act, counsel

may furnish the Agent with a letter (a “Reliance Letter”) to the

effect that the Agent may rely on a prior opinion or negative assurance letter delivered

by such counsel under this Section 7(m) to the same extent as if it were dated the

date of such letter (except that statements in such prior opinion or negative assurance letter

shall be deemed to relate to the Registration Statement and the Prospectus as amended or

supplemented as of the date of the Reliance Letter).

(n) Comfort

Letter. (1) Prior to the date of the first Placement Notice and (2) within three (3)

Trading Days after each Representation Date with respect to which the Company is obligated

to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable

and excluding the date of this Agreement, the Company shall cause each of UHY LLP and Carr,

Riggs & Ingram, LLC, and any other independent registered public accounting firm whose

report on the consolidated financial statements of the Company, or on the financial statements

of any other entity, is included or incorporated by reference in the Registration Statement

or the Prospectus (including its prior independent accountants to the extent such independent

accountants have audited any of the financial statements included or incorporated by reference

in the Prospectus), to furnish the Agent letters (the “Comfort Letters”),

dated the date the Comfort Letters are delivered, which shall meet the requirements set forth

in this Section 7(n). If requested by the Agent, the Company shall also cause

Comfort Letters to be furnished to the Agent on the date of occurrence of any material transaction

or event that necessitates the filing of additional, pro forma, amended or revised financial

statements (including any restatement of previously issued financial statements) or that

requires the filing of a Current Report on Form 8-K containing material amended financial

information of the Company. Each Comfort Letter shall be in a form and substance satisfactory

to the Agent, (i) confirming that such firm is an independent registered public accounting

firm within the meaning of the Securities Act and the Public Company Accounting Oversight

Board (“PCAOB”), (ii) stating, as of such date, the conclusions

and findings of such firm with respect to the financial information and other matters ordinarily

covered by accountants’ “comfort letters” to underwriters in connection

with registered public offerings (the first such letters, the “Initial Comfort

Letters”) and (iii) updating the Initial Comfort Letters with any information

that would have been included in the Initial Comfort Letters had they been given on such

date and modified as necessary to relate to the Registration Statement and the Prospectus,

as amended and supplemented to the date of such letter

(o) Market

Activities; Compliance with Regulation M. The Company will not, directly or indirectly,

(i) take any action designed to cause or result in, or that constitutes or would reasonably

be expected to constitute, the stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for,

or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for

soliciting purchases of the Placement Shares other than the Agent.

(p) Investment

Company Act. The Company will conduct its affairs in such a manner so as to reasonably

ensure that neither it nor any of its Subsidiaries will be or become, at any time prior to

the termination of this Agreement, an “investment company,” as such term is defined

in the Investment Company Act.

(q) Securities

Act and Exchange Act Compliance. The Company will use its best efforts to comply with

all requirements imposed upon it by the Securities Act and the Exchange Act as from time

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

Shares as contemplated by the provisions hereof and the Prospectus.

(r) No

Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the

Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company

(including its agents and representatives, other than the Agent in its capacity as such)

will, directly or indirectly make, use, prepare, authorize, approve or refer to any written

communication (as defined in Rule 405 under the Securities Act), required to be filed with

the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement

Shares hereunder.

(s) Blue

Sky and Other Qualifications. The Company will use its commercially reasonable

efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and

sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the

applicable securities laws of such states and other jurisdictions (domestic or foreign) as

the Agent may designate and to maintain such qualifications and exemptions in effect for

so long as required for the distribution of the Placement Shares (but in no event for less

than one year from the date of this Agreement); provided, however, that the

Company shall not be obligated to file any general consent to service of process or to qualify

as a foreign corporation or as a dealer in securities in any jurisdiction in which it is

not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction

in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares

have been so qualified or exempt, the Company will file such statements and reports as may

be required by the laws of such jurisdiction to continue such qualification or exemption,

as the case may be, in effect for so long as required for the distribution of the Placement

Shares (but in no event for less than one year from the date of this Agreement).

(t) Sarbanes-Oxley

Act. The Company and the Subsidiaries will maintain and keep accurate books and records

reflecting their assets and maintain internal accounting controls in a manner designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP and including those

policies and procedures that (i) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of the assets of the

Company, (ii) provide reasonable assurance that transactions are recorded as necessary

to permit the preparation of the Company’s consolidated financial statements in accordance

with GAAP, (iii) that receipts and expenditures of the Company are being made only in

accordance with management’s and the Company’s directors’ authorization,

and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the Company’s assets that could have a material

effect on its financial statements. The Company and the Subsidiaries will maintain such controls

and other procedures, including, without limitation, those required by Sections 302 and 906

of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to

ensure that information required to be disclosed by the Company in the reports that it files

or submits under the Exchange Act is recorded, processed, summarized and reported, within

the time periods specified in the Commission’s rules and forms, including, without

limitation, controls and procedures designed to ensure that information required to be disclosed

by the Company in the reports that it files or submits under the Exchange Act is accumulated

and communicated to the Company’s management, including its principal executive officer

and principal financial officer, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure and to ensure that material information

relating to the Company or the Subsidiaries is made known to them by others within those

entities, particularly during the period in which such periodic reports are being prepared.

(u) Secretary’s

Certificate; Further Documentation. Prior to the date of the first Placement Notice,

the Company shall deliver to the Agent a certificate of the Secretary of the Company and

attested to by an executive officer of the Company, dated as of such date, certifying as

to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company,

(iii) the resolutions of the Board of Directors of the Company and any other authorized committee

authorizing the execution, delivery and performance of this Agreement and the issuance of

the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this

Agreement and the other documents contemplated by this Agreement. Within five (5) Trading

Days of each Representation Date, the Company shall have furnished to the Agent such further

information, certificates and documents as the Agent may reasonably request.

(v) Emerging

Growth Company Status. The Company will promptly notify the Agent if the Company ceases

to be an Emerging Growth Company prior to December 31, 2029.

8. Payment

of Expenses. The Company will pay all expenses incident to the performance of its obligations

under this Agreement, including (i) the preparation and filing of the Registration Statement,

including any fees required by the Commission, and the printing or electronic delivery of

the Prospectus as originally filed and of each amendment and supplement thereto, in such

number as the Agent shall deem necessary, (ii) the printing and delivery to the Agent of

this Agreement and such other documents as may be required in connection with the offering,

purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation,

issuance and delivery of the certificates, if any, for the Placement Shares to the Agent,

including any stock or other transfer taxes and any capital duties, stamp duties or other

duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the

Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors

to the Company, (v) the reasonable and documented fees and expenses of the Agent including

but not limited to the fees and expenses of the counsel to the Agent, payable upon the execution

of this Agreement, (a) in an amount not to exceed $125,000 in connection with the execution

of this Agreement, and (b) in an amount not to exceed $25,000 per calendar quarter thereafter

payable in connection with each Representation Date with respect to which the Company is

obligated to deliver a certificate pursuant to Section 7(l) for which no waiver

is applicable and excluding the date of this Agreement, and (c) in an amount not to exceed

$40,000 for each program “refresh” (filing of a new registration statement, prospectus

or prospectus supplement relating to the Placement Shares and/or an amendment of this Agreement)

executed pursuant to this Agreement, (vi) the qualification or exemption of the Placement

Shares under state securities laws in accordance with the provisions of Section 7(r)

hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the

printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus

and the Prospectus and any amendments or supplements thereto in such number as the Agent

shall deem necessary, (viii) the preparation, printing and delivery to the Agent of

copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and

registrar for the Common Stock, (x) the filing and other fees incident to any review

by FINRA of the terms of the sale of the Placement Shares including the fees of the Agent’s

counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses

incurred in connection with the listing of the Placement Shares on the Exchange. The Company

agrees to pay the fees and expenses of counsel to the Agent set forth in clause (v) above

by wire transfer of immediately available funds directly to such counsel upon presentation

of an invoice containing the requisite payment information prepared by such counsel.

9. Conditions

to Agent’s Obligations. The obligations of the Agent hereunder with respect to

a Placement will be subject to the continuing accuracy and completeness of the representations

and warranties made by the Company herein, to the due performance by the Company of its obligations

hereunder, to the completion by the Agent of a due diligence review satisfactory to it in

its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its

sole discretion) of the following additional conditions:

(a) Registration

Statement Effective. The Registration Statement shall be effective and shall be available

for the (i) resale of all Placement Shares issued to the Agent and not yet sold by the

Agent and (ii) sale of all Placement Shares contemplated to be issued by any Placement Notice.

(b) No

Material Notices. None of the following events shall have occurred and be continuing:

(i) receipt by the Company of any request for additional information from the Commission

or any other federal or state Governmental Authority during the period of effectiveness of

the Registration Statement, the response to which would require any post-effective amendments

or supplements to the Registration Statement or the Prospectus; (ii) the issuance by

the Commission or any other federal or state Governmental Authority of any stop order suspending

the effectiveness of the Registration Statement or the initiation of any proceedings for

that purpose; (iii) receipt by the Company of any notification with respect to the suspension

of the qualification or exemption from qualification of any of the Placement Shares for sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

or (iv) the occurrence of any event that makes any statement of a material fact made

in the Registration Statement or the Prospectus or any document incorporated or deemed to

be incorporated therein by reference untrue or that requires the making of any changes in

the Registration Statement, the Prospectus or documents so that, in the case of the Registration

Statement, it will not contain an untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary to make the statements therein not

misleading and, that in the case of the Prospectus, it will not contain an untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in the light of the circumstances under which they were made,

not misleading.

Misstatement or Material Omission. The Agent shall not have advised the Company that

the Registration Statement or Prospectus, or any amendment or supplement thereto, contains

an untrue statement of fact that in the Agent’s reasonable opinion is material, or

omits to state a fact that in the Agent’s reasonable opinion is material and is required

to be stated therein or is necessary to make the statements therein not misleading.

(d) Material

Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s

reports filed with the Commission, there shall not have been any material adverse change

in the authorized capital stock of the Company or any Material Adverse Effect or any development

that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating

assigned to any of the Company’s securities (other than asset backed securities) by

any rating organization or a public announcement by any rating organization that it has under

surveillance or review its rating of any of the Company’s securities (other than asset

backed securities), the effect of which, in the case of any such action by a rating organization

described above, in the reasonable judgment of the Agent (without relieving the Company of

any obligation or liability it may otherwise have), is so material as to make it impracticable

or inadvisable to proceed with the offering of the Placement Shares on the terms and in the

manner contemplated in this Agreement and in the Prospectus.

(e) Legal

Opinions. The Agent shall have received the opinions and negative assurance letters required

to be delivered pursuant to Section 7(m) on or before the date on which such

delivery of such opinions and negative assurance letters is required pursuant to Section 7(m).

(f) Comfort

Letters. The Agent shall have received the Comfort Letters required to be delivered pursuant

to Section 7(n) on or before the date on which such delivery of such Comfort

Letters is required pursuant to Section 7(n).

(g) Representation

Certificate. The Agent shall have received the certificate required to be delivered pursuant

to Section 7(l) on or before the date on which delivery of such certificate is

required pursuant to Section 7(l).

(h) Secretary’s

Certificate. The Agent shall have received the certificate required to be delivered pursuant

to Section 7(u) on or before the date on which delivery of such certificate is

required pursuant to Section 7(u).

(i) No

Suspension. Trading in the Common Stock shall not have been suspended on the Exchange

and the Common Stock shall not have been delisted from the Exchange.

(j) Other

Materials. On each date on which the Company is required to deliver a certificate pursuant

to Section 7(l), the Company shall have furnished to the Agent such appropriate

further information, opinions, certificates, letters and other documents as the Agent may

reasonably request. All such opinions, certificates, letters and other documents will be

in compliance with the provisions hereof.

(k) Securities

Act Filings Made. All filings with the Commission required by Rule 424 or Rule 433 under

the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder

shall have been made within the applicable time period prescribed for such filing by Rule

424 or Rule 433, as applicable.

(l) Approval

for Listing. The Placement Shares shall either have been (i) approved for listing on

the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an

application for listing of the Placement Shares on the Exchange at, or prior to, the issuance

of any Placement Notice and the Exchange shall have reviewed such application and not provided

any objections thereto.

(m) FINRA.

If applicable, FINRA shall have raised no objection to the terms of this offering and the

amount of compensation allowable or payable to the Agent as described in the Prospectus.

(n) No

Termination Event. There shall not have occurred any event that would permit the Agent

to terminate this Agreement pursuant to Section 12(a).

10. Indemnification

and Contribution.

(a) Company

Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates

and their respective partners, members, directors, officers, employees and agents and each

person, if any, who (i) controls the Agent or any affiliate within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act, (ii) is controlled by or is

under common control with the Agent, or (iii) may become subject to liability under the Securities

Act, the Exchange Act or other federal or state statutory law or regulation, at common law

or otherwise, in each case as follows:

(i) against

any and all loss, liability, claim, damage and reasonable and documented expense whatsoever,

as incurred, joint or several, arising out of any untrue statement or alleged untrue statement

of a material fact contained in the Registration Statement (or any amendment thereto), or

the omission or alleged omission therefrom of a material fact required to be stated therein

or necessary to make the statements therein not misleading, or arising out of any untrue

statement or alleged untrue statement of a material fact included in any related Issuer Free

Writing Prospectus or the Prospectus (or any amendment or supplement thereto), the omission

or alleged omission therefrom of a material fact necessary in order to make the statements

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

any breach by the Company of any of its respective representations, warranties or agreements

contained in this Agreement;

(ii) against

any and all loss, liability, claim, damage and reasonable and documented expense whatsoever,

as incurred, joint or several, to the extent of the aggregate amount paid in settlement of

any litigation, or any investigation or proceeding by any Governmental Authority, commenced

or threatened, or of any claim whatsoever based upon any such untrue statement or omission,

or any such alleged untrue statement or omission; provided that (subject to Section 10(d)

below) any such settlement is effected with the written consent of the Company, which consent

shall not unreasonably be delayed or withheld; and

(iii) against

any and all documented expense whatsoever, as reasonably incurred (including the reasonable

and documented fees and disbursements of counsel), reasonably incurred in investigating,

preparing or defending against any litigation, or any investigation or proceeding by any

Governmental Authority, commenced or threatened, or any claim whatsoever based upon any such

untrue statement or omission, or any such alleged untrue statement or omission, to the extent

that any such expense is not paid under (i) or (ii) above, provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising

out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent

Information (as defined below). The indemnity agreement set forth in this ‎Section 10(a) shall be in addition to any

liabilities that the Company may otherwise have.

(b) Agent

Indemnification. The Agent agrees to indemnify and hold harmless the Company and its

directors and each officer of the Company who signed the Registration Statement, and its

affiliates and their respective partners, members, directors, officers, employees and agents

and each person, if any, who (i) controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or

is under common control with the Company against any and all loss, liability, claim, damage

and expense described in the indemnity contained in Section 10(a), as incurred,

but only with respect to (i) untrue statements or omissions, or alleged untrue statements

or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus

(or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment

or supplement thereto) in reliance upon and in conformity with information relating to the

Agent and furnished to the Company in writing by the Agent expressly for use in the Registration

Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement

thereto) (the “Agent Information”), or (ii) the Agent’s negligence,

willful misconduct, violation of law, or failure to comply with any restrictions on the issuance

of the Placement Shares pursuant to the Placement Notice .

Any party that proposes to assert the right to be indemnified under this Section 10

will, promptly after receipt of notice of commencement of any action against such party in

respect of which a claim is to be made against an indemnifying party or parties under this

Section 10, notify each such indemnifying party of the commencement of such action,

enclosing a copy of all papers served, but the omission so to notify such indemnifying party

will not relieve the indemnifying party from (i) any liability that it might have to

any indemnified party otherwise than under this Section 10 and (ii) any

liability that it may have to any indemnified party under the foregoing provision of this

Section 10 unless, and only to the extent that, such omission results in the

forfeiture of substantive rights or defenses by the indemnifying party. If any such action

is brought against any indemnified party and it notifies the indemnifying party of its commencement,

the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of

the commencement of the action from the indemnified party, jointly with any other indemnifying

party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified

party of its election to assume the defense, the indemnifying party will not be liable to

the indemnified party for any other legal expenses except as provided below and except for

the reasonable and documented costs of investigation subsequently incurred by the indemnified

party in connection with the defense. The indemnified party will have the right to employ

its own counsel in any such action, but the fees, expenses and other charges of such counsel

will be at the expense of such indemnified party unless (1) the employment of counsel

by the indemnified party has been authorized in writing by the indemnifying party, (2) the

indemnified party has reasonably concluded (based on advice of counsel) that there may be

legal defenses available to it or other indemnified parties that are different from or in

addition to those available to the indemnifying party, (3) a conflict or potential conflict

exists (based on advice of counsel to the indemnified party) between the indemnified party

and the indemnifying party (in which case the indemnifying party will not have the right

to direct the defense of such action on behalf of the indemnified party) or (4) the

indemnifying party has not in fact employed counsel to assume the defense of such action

or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable

time after receiving notice of the commencement of the action; in each of which cases the

reasonable fees, disbursements and other charges of counsel will be at the expense of the

indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be

liable for the reasonable fees, disbursements and other charges of more than one separate

firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all

such indemnified party or parties. All such fees, disbursements and other charges will be

reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party

will not, in any event, be liable for any settlement of any action or claim effected without

its written consent. No indemnifying party shall, without the prior written consent of each

indemnified party, settle or compromise or consent to the entry of any judgment in any pending

or threatened claim, action or proceeding relating to the matters contemplated by this Section 10

(whether or not any indemnified party is a party thereto), unless such settlement, compromise

or consent (1) includes an express and unconditional release of each indemnified party,

in form and substance reasonably satisfactory to such indemnified party, from all liability

arising out of such litigation, investigation, proceeding or claim and (2) does not

include a statement as to or an admission of fault, culpability or a failure to act by or

on behalf of any indemnified party.

(d) Settlement

Without Consent if Failure to Reimburse. If an indemnified party shall have requested

an indemnifying party to reimburse the indemnified party for reasonable fees and expenses

of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Section 10(a)(ii) effected without its written consent

if (1) such settlement is entered into more than 45 days after receipt by such indemnifying

party of the aforesaid request, (2) such indemnifying party shall have received notice

of the terms of such settlement at least 30 days prior to such settlement being entered into

and (3) such indemnifying party shall not have reimbursed such indemnified party in

accordance with such request prior to the date of such settlement.

(e) Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification

provided for in the foregoing paragraphs of this Section 10 is applicable in

accordance with its terms but for any reason is held to be unavailable or insufficient from

the Company or the Agent, the Company and the Agent will contribute to the total losses,

claims, liabilities, expenses and damages (including any investigative, legal and other expenses

reasonably incurred in connection with, and any amount paid in settlement of, any action,

suit or proceeding or any claim asserted) to which the Company and the Agent may be subject

in such proportion as shall be appropriate to reflect the relative benefits received by the

Company on the one hand and the Agent on the other hand. The relative benefits received by

the Company on the one hand and the Agent on the other hand shall be deemed to be in the

same proportion as the total net proceeds from the sale of the Placement Shares (before deducting

expenses) received by the Company bear to the total compensation received by the Agent from

the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided

by the foregoing sentence is not permitted by applicable law, the allocation of contribution

shall be made in such proportion as is appropriate to reflect not only the relative benefits

referred to in the foregoing sentence but also the relative fault of the Company, on the

one hand, and the Agent, on the other hand, with respect to the statements or omission that

resulted in such loss, claim, liability, expense or damage, or action in respect thereof,

as well as any other relevant equitable considerations with respect to such offering. Such

relative fault shall be determined by reference to, among other things, whether the untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a

material fact relates to information supplied by the Company or the Agent, the intent of

the parties and their relative knowledge, access to information and opportunity to correct

or prevent such statement or omission. The Company and the Agent agree that it would not

be just and equitable if contributions pursuant to this Section 10(e) were to

be determined by pro rata allocation or by any other method of allocation that does not take

into account the equitable considerations referred to herein. The amount paid or payable

by an indemnified party as a result of the loss, claim, liability, expense, or damage, or

action in respect thereof, referred to above in this Section 10(e) shall be deemed

to include, for the purpose of this Section 10(e), any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or defending

any such action or claim to the extent consistent with Section 10(c) hereof.

Notwithstanding the foregoing provisions of this Section 10(e), the Agent shall

not be required to contribute any amount in excess of the commissions received by it under

this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) will be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(e),

any person who controls a party to this Agreement within the meaning of the Securities Act,

any affiliates of the Agent and any officers, directors, partners, employees or agents of

the Agent or any of its affiliates, will have the same rights to contribution as that party,

and each director of the Company and each officer of the Company who signed the Registration

Statement will have the same rights to contribution as the Company, subject in each case

to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice

of commencement of any action against such party in respect of which a claim for contribution

may be made under this Section 10(e), will notify any such party or parties from

whom contribution may be sought, but the omission to so notify will not relieve that party

or parties from whom contribution may be sought from any other obligation it or they may

have under this Section 10(e) except to the extent that the failure to so notify

such other party materially prejudiced the substantive rights or defenses of the party from

whom contribution is sought. Except for a settlement entered into pursuant to the last sentence

of Section 10(c) hereof, no party will be liable for contribution with respect

to any action or claim settled without its written consent if such consent is required pursuant

to Section 10(c) hereof.

11. Representations

and Agreements to Survive Delivery. The indemnity and contribution agreements contained

in Section 10 of this Agreement and all representations and warranties of the

Company herein or in certificates delivered pursuant hereto shall survive, as of their respective

dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling

persons, or the Company (or any of their respective officers, directors, employees or controlling

persons), (ii) delivery and acceptance of the Placement Shares and payment therefor

or (iii) any termination of this Agreement.

12. Termination.

(a) The

Agent may terminate this Agreement by notice to the Company, as hereinafter specified at

any time (1) if any Material Adverse Effect, or any development that could reasonably

be expected to result in a Material Adverse Effect, has occurred, which individually or in

the aggregate, in the sole judgment of the Agent make it impractical or inadvisable to market

the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) the

Company shall have failed, refused or been unable to perform any agreement on its part to

be performed hereunder (3) if there has occurred any material adverse change in the

financial markets in the United States or the international financial markets, any outbreak

of hostilities or escalation thereof or other calamity or crisis or any change or development

involving a prospective change in national or international political, financial or economic

conditions, in each case the effect of which is such as to make it, in the judgment of the

Agent, impracticable or indavisable to market the Placement Shares or to enforce contracts

for the sale of the Placement Shares, (4) if trading in the Common Stock has been suspended

or limited by the Commission or the Exchange, or if trading generally on the Exchange has

been suspended or limited, or minimum prices for trading have been fixed on the Exchange,

(5) if any suspension of trading of any securities of the Company on any exchange or in the

over-the-counter market shall have occurred and be continuing, (6) if a major disruption

of securities settlements or clearance services in the United States shall have occurred

and be continuing, or (7) if a banking moratorium has been declared by either U.S. Federal

or New York authorities. Any such termination shall be without liability of any party to

any other party except that the provisions of Section 8 (Payment of Expenses),

Section 10 (Indemnification and Contribution), Section 11 (Representations

and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver

of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in

full force and effect notwithstanding such termination. If the Agent elects to terminate

this Agreement as provided in this Section 12(a), the Agent shall provide the

required notice as specified in Section 13 (Notices).

(b) The

Company shall have the right, by giving ten (10) Business Days’ notice as hereinafter

specified to terminate this Agreement in its sole discretion at any time after the date of

this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 8, Section 10, Section 11,

Section 18 and Section 19 hereof shall remain in full force and effect

notwithstanding such termination.

Agent shall have the right, by giving ten (10) Business Days’ notice as hereinafter

specified to terminate this Agreement in its sole discretion at any time after the date of

this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 8, Section 10, Section 11,

Section 18 and Section 19 hereof shall remain in full force and effect

notwithstanding such termination.

(d) This

Agreement shall remain in full force and effect unless terminated pursuant to Sections

12(a), (b), or (c) above or otherwise by mutual agreement of the parties; provided,

however, that any such termination by mutual agreement shall in all cases be deemed

to provide that Section 8, Section 10, Section 11, Section 18

and Section 19 shall remain in full force and effect.

(e) Any

termination of this Agreement shall be effective on the date specified in such notice of

termination; provided, however, that such termination shall not be effective

until the close of business on the date of receipt of such notice by the Agent or the Company,

as the case may be. If such termination shall occur prior to the Settlement Date for any

sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions

of this Agreement.

13. Notices.

All notices or other communications required or permitted to be given by any party to any

other party pursuant to the terms of this Agreement shall be in writing, unless otherwise

specified, and if sent to the Agent, shall be delivered to:

Cantor

Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Attention: Capital Markets

Email: CFCEO@cantor.com

and:

Cantor

Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Attention: General Counsel

Email: legal-IBD@cantor.com

with

a copy to:

DLA

Piper LLP (US)

1251

Avenue of the Americas

New

York, New York 10020-1104

Attention: Stephen

P. Alicanti and Bianca J. LaCaille

E-mail:

stephen.alicanti@us.dlapiper.com; bianca.lacaille@us.dlapiper.com

and

if to the Company, shall be delivered to:

Healthy

Choice Wellness Corp.

3800 North 28th Way

Hollywood, Florida 33020

Attention: John Ollet

E-mail: jollet@hcwc.com

with

a copy to:

Cozen

O’Connor

Southeast Financial Center

200 South Biscayne Boulevard, Suite 3000

Miami, Florida 33131

Attention: Martin T. Schrier

E-mail: mschrier@cozen.com

Each

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile

transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a

Business Day, on the next succeeding Business Day, (ii) by Electronic Notice, as set forth below, (iii) on the next Business Day

after timely delivery to a nationally-recognized overnight courier and (iv) on the Business Day actually received if deposited in

the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business

Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 13

if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received

at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic

Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)

which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

14. Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company

and the Agent and their respective successors and the parties referred to in Section 10

hereof. References to any of the parties contained in this Agreement shall be deemed to include

the successors and permitted assigns of such party. Nothing in this Agreement, express or

implied, is intended to confer upon any party other than the parties hereto or their respective

successors and permitted assigns any rights, remedies, obligations or liabilities under or

by reason of this Agreement, except as expressly provided in this Agreement. Neither party

may assign its rights or obligations under this Agreement without the prior written consent

of the other party; provided, however, that the Agent may assign its rights

and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.

15. Adjustments

for Stock Splits. The parties acknowledge and agree that all share-related numbers contained

in this Agreement shall be adjusted to take into account any stock split, stock dividend

or similar event effected with respect to the Placement Shares.

16. Entire

Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and

exhibits attached hereto, any side letters and Placement Notices issued pursuant hereto,

any contemporaneous side letters and any prior engagement letters between the Company and

the Agent), the engagement letter between the Company, Host Digital and the Agent, dated

August 20, 2026 (the “ATM Engagement Letter”) and the side letter

related thereto, dated such date (the “ATM Side Letter”), collectively,

constitute the entire agreement and supersede all other prior and contemporaneous agreements

and undertakings, both written and oral, among the parties hereto with regard to the subject

matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant

to a written instrument executed by the Company and the Agent. In the event that any one

or more of the provisions contained herein, or the application thereof in any circumstance,

is held invalid, illegal or unenforceable as written by a court of competent jurisdiction,

then such provision shall be given full force and effect to the fullest possible extent that

it is valid, legal and enforceable, and the remainder of the terms and provisions herein

shall be construed as if such invalid, illegal or unenforceable term or provision was not

contained herein, but only to the extent that giving effect to such provision and the remainder

of the terms and provisions hereof shall be in accordance with the intent of the parties

as reflected in this Agreement. No implied waiver by a party shall arise in the absence of

a waiver in writing signed by such party. No failure or delay in exercising any right, power,

or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise thereof preclude any other or further exercise thereof or the exercise of any right,

power, or privilege hereunder. Notwithstanding this Section 16, for avoidance of doubt,

the ATM Engagement Letter and Side Letter shall remain in full force and effect pursuant

to the terms thereof notwithstanding any termination of the Agreement.

17. Recognition

of U.S. Special Resolutions Regimes. In the event that the Agent is a Covered Entity

and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from the Agent of this Agreement, and any interest and obligation in or under this Agreement,

will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if this Agreement, and any such interest and obligation, were governed

by the laws of the United States or a state of the United States. In the event that the Agent

is a Covered Entity and the Agent or a BHC Act Affiliate of the Agent becomes subject to

a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement

that may be exercised against the Agent are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if this

Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement, (A) “BHC Act Affiliate” has the meaning

assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b); (C) “Default Right” has the meaning assigned to that term in,

and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable; and (D) “U.S. Special Resolution Regime” means each of

(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)

Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

18. GOVERNING

LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED

IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF

CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY.

19. CONSENT

TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION

OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR

THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED

HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,

ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH

SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH

SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE

OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY

MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY

AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE

SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED

HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED

BY LAW.

20. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument. Delivery

of an executed Agreement by one party to the other may be made by facsimile, electronic mail

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable

law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all

purposes.

21. Construction.

The section and exhibit headings herein are for convenience only and shall not affect the

construction hereof. References herein to any law, statute, ordinance, code, regulation,

rule or other requirement of any Governmental Authority shall be deemed to refer to such

law, statute, ordinance, code, regulation, rule or other requirement of any Governmental

Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect

from time to time and also to all rules and regulations promulgated thereunder. References

herein to the “knowledge of the Company” or the “Company’s knowledge”

or similar qualifiers shall mean the actual knowledge of the directors and officers of the

Company, after due inquiry.

22. Permitted

Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it

obtains the prior written consent of the Agent (not to be unreasonably withheld, conditioned

or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior

written consent of the Company, it has not made and will not make any offer relating to the

Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise

constitute a “free writing prospectus,” as defined in Rule 405, required

to be filed with the Commission. Any such free writing prospectus consented to by the Agent

or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free

Writing Prospectus.” The Company represents and warrants that it has treated and agrees

that it will treat each Permitted Free Writing Prospectus as an “issuer free writing

prospectus,” as defined in Rule 433, and has complied and will comply with the

requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including

timely filing with the Commission where required, legending and record keeping. For the purposes

of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in

Exhibit 21 hereto are Permitted Free Writing Prospectuses.

23. Absence

of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) the

Agent is acting solely as an agent in connection with the public offering of the Placement

Shares and in connection with each transaction contemplated by this Agreement and the process

leading to such transactions, and no fiduciary or advisory relationship between the Company

or any of its respective affiliates, stockholders (or other equity holders), creditors or

employees or any other party, on the one hand, and the Agent, on the other hand, has been

or will be created in respect of any of the transactions contemplated by this Agreement ,

irrespective of whether or not the Agent has advised or is advising the Company on other

matters, and the Agent has no obligation to the Company with respect to the transactions

contemplated by this Agreement except the obligations expressly set forth in this Agreement;

(b) it

is capable of evaluating and understanding, and understands and accepts, the terms, risks

and conditions of the transactions contemplated by this Agreement;

the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice

with respect to the transactions contemplated by this Agreement and it has consulted its

own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

(d) it

is aware that the Agent and its affiliates are engaged in a broad range of transactions which

may involve interests that differ from those of the Company and the Agent and its affiliates

have no obligation to disclose such interests and transactions to the Company by virtue of

any fiduciary, advisory or agency relationship or otherwise; and

(e) it

waives, to the fullest extent permitted by law, any claims it may have against the Agent

or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection

with the sale of Placement Shares under this Agreement and agrees that the Agent and its

affiliates shall not have any liability (whether direct or indirect, in contract, tort or

otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary

duty claim on its behalf or in right of it or the Company, employees or creditors of Company,

other than in respect of the Agent’s obligations to keep information provided by the

Company to the Agent and the Agent’s counsel confidential to the extent not otherwise

publicly-available.

24. Definitions.

As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable

Time” means (i) each Representation Date, (ii) each date on which a Placement Notice is given (iii) the time of each sale

of any Placement Shares pursuant to this Agreement and (iv) each Settlement Date.

“Governmental

Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental

authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,

tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision

of any of the foregoing.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating

to the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show”

that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the

Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares

or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission

or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“Rule

164,” “Rule 172,” “Rule 405,” “Rule 415,”

“Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433”

refer to such rules under the Securities Act.

“Rule

462(b) Registration Statement” means any registration statement filed by the Company pursuant to Rule 462(b) under the Securities

Act in connection with the offer and sale of Placement Shares.

[Signature

Page Follows]

the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below

for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.

Very truly yours,

HEALTHY CHOICE

WELLNESS CORP.

By: /s/

John A. Ollet

Name: John

A. Ollet

Title: Chief

Financial Officer

ACCEPTED as of

the date first-above written:

CANTOR FITZGERALD

& CO.

By: /s/

Sameer Vasudev

Name: Sameer

Vasudev

Title: Managing

Director

[Signature

Page to the Controlled Equity OfferingSM Sales Agreement]

SCHEDULE

__________________________

Form

of Placement Notice

__________________________

From:

Healthy Choice Wellness Corp.

To: Cantor

Fitzgerald & Co. Attention: Sameer Vasudev (svasudev@cantor.com)

Subject: Placement

Notice

Date: [●],

2026

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the Sales Agreement between Healthy Choice Wellness Corp., a Delaware corporation

(the “Company”) Cantor Fitzgerald & Co. (the “Agent”), dated [●], 2026,

the Company hereby requests that the Agent sell up to [●] of the Company’s Class A common stock, par value $0.001 per share,

at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time].

SCHEDULE

__________________________

Compensation

__________________________

The

Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 3.0% of the aggregate

gross proceeds from each sale of Placement Shares.

SCHEDULE

__________________________

Notice

Parties

__________________________

The

Company

John

Ollet (jollet@hcwc.com)

Jeffrey

Holman (jholman@cozen.com)

The

Agent

Sameer

Vasudev (svasudev@cantor.com)

With

copies to:

CFCEO@cantor.com

Stephen.alicanti@us.dlapiper.com

Bianca.lacaille@us.dlapiper.com

SCHEDULE

__________________________

Subsidiaries

__________________________

Incorporated

by reference to Exhibit 21 of the Company’s most recently filed Form 10-K, as applicable.

Exhibit

7(l)

Form

of Representation Date Certificate Pursuant to Section 7(l)

The

undersigned, the duly qualified and elected [●], of Healthy Choice Wellness Corp., a Delaware corporation (the “Company”),

does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated

[●], 2026 (the “Sales Agreement”), between the Company and Cantor Fitzgerald & Co., that to the best

of the knowledge of the undersigned:

(i) The

representations and warranties of the Company in Section 6 of the Sales Agreement are true and correct on and as of the date

hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties

that speak solely as of a specific date and which were true and correct as of such date; provided, however, that such representations

and warranties also shall be qualified by the disclosure included or incorporated by reference in the Registration Statement and Prospectus;

and

(ii) The

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

Agreement at or prior to the date hereof.

Capitalized

terms used herein without definition shall have the meanings given to such terms in the Sales Agreement.

Healthy Choice Wellness Corp.

By:

Name:

Title:

Date:

[●]

Exhibit

Permitted

Free Writing Prospectus

[None.]

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

August

26, 2026

Healthy

Choice Wellness Corp.

3800

N. 28th Way, #1

Hollywood,

Florida

Re:

Registration Statement on Form S-3

Ladies

and Gentlemen:

have acted as counsel for Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), in connection with

(a) the Company’s filing on the date hereof with the Securities and Exchange Commission (the “Commission”) pursuant

to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), of a prospectus supplement, dated

August 26, 2026 (the “Prospectus Supplement”), forming part of the registration statement on Form S-3, Registration

No. 333-291258, initially filed by the Company with the Commission on November 4, 2025 (the “Registration Statement”);

and (b) an offering of up to $2,625,000 of shares (the “Shares”) of the Company’s Class A common stock, par

value $0.001 per share that may be issued and sold under that certain Sales Agreement, dated August 26, 2026 (the “Sales Agreement”),

between the Company and Cantor Fitzgerald & Co. The Prospectus Supplement relates to the Shares.

rendering the opinion set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified

to our satisfaction, of: (a) the Second Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof,

together with all amendments thereto adopted through the date hereof (the “Certificate of Incorporation”); (b) the

Amended and Restated Bylaws of the Company, as in effect on the date hereof (the “Bylaws”); (c) the Registration Statement

and all exhibits thereto, including the base prospectus contained therein; (d) the Prospectus Supplement; (e) the Sales Agreement; and

(f) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

our examination, we have assumed: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity

of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified

or photostatic copies; and (e) the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed

herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers

and other representatives of the Company and others.

Based

upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment

and delivery in accordance with the Sales Agreement, the Shares will be validly issued, fully paid and nonassessable.

Our

opinion is strictly limited to the General Corporation Law of the State of Delaware and the laws of the State of New York (including

in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional

diligence would reasonably be expected to recognize as being applicable to the Company, the Sales Agreement or the transactions governed

by the Sales Agreement.

This

opinion is for your benefit in connection with the Registration Statement and the Prospectus Supplement and may be relied upon by you

and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is limited to

the matters stated herein, and no opinion may be implied or inferred beyond the matters expressly stated in this opinion letter.

This

opinion letter is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances

that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could

affect the opinions contained herein.

hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item

601(b)(5) of Regulation S-K promulgated under the Securities Act, and to the reference to our firm’s name contained therein and

in the Prospectus Supplement under the heading “Legal Matters.” In giving this consent, we do not thereby admit that we are

within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission

promulgated thereunder.

Very

truly yours,

COZEN

O’CONNOR

/s/

Cozen O’Connor

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Aug. 26, 2026

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Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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