Form 8-K

8-K — Velo3D, Inc.

Accession: 0001493152-26-019195

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001825079

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-5.1 (ex5-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001825079

2026-04-27

iso4217:USD

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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): April 27, 2026

Velo3D,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39757

98-1556965

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2710

Lakeview Court,

Fremont,

California

94538

(Address

of principal executive offices)

(Zip

Code)

(408)

610-3915

Registrant’s

telephone number, including area code

N/A

(Former

name or former address, if changed since last report.)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.00001 par value per share

VELO

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01 Entry Into A Material Definitive Agreement

On April 27, 2026, Velo3D,

Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald

& Co., as underwriter (the “Underwriter”), relating to the offer and sale in a firm commitment underwritten

registered direct offering (the “Offering”) of 3,571,428 shares (the “Shares”) of the Company’s

common stock, par value $0.00001 per share. The Shares will be sold at a public offering price per share of $14.00. The

gross proceeds from the Offering are expected to be approximately $50 million, before deducting underwriting discounts and

commissions and other offering expenses. The Offering is expected to close on or about April 28, 2026, subject to the satisfaction of

customary closing conditions.

The

Shares in the Offering are being offered and sold pursuant to the Company’s effective shelf registration statement on Form

S-3 (No. 333-294876), which was initially filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026,

and declared effective on April 8, 2026 (the “Registration Statement”), the base prospectus contained in the Registration

Statement, as supplemented by a final prospectus supplement (the “Prospectus Supplement”) filed with the SEC on April

27, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

The Underwriting Agreement

contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the

parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities

under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In

addition, the Company, the Company’s directors and executive officers, and certain stockholders also agreed not to sell or transfer

any common stock without first obtaining the written consent of the Underwriter, subject to certain exceptions as described in the Prospectus

Supplement, for 60 days after the date of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriter will

receive underwriting discounts and commissions of 6.0% of the gross proceeds received from the sale of the Shares in the Offering.

copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description

of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

copy of the opinion of Troutman Pepper Locke LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit

5.1.

Item 7.01 Regulation

FD Disclosure.

On April 27, 2026, the

Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1

and is incorporated herein by reference.

The information furnished in Item 7.01, including

Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Description

1.1

Underwriting Agreement, dated as of April 27, 2026, by and between Velo3D, Inc. and Cantor Fitzgerald & Co.

5.1

Opinion of Troutman Pepper Locke LLP

23.1

Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)

99.1

Press Release dated April 27, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

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.

Velo3D,

Inc.

Date:

April 27, 2026

By:

/s/

James Suva

James

Suva

Chief

Financial Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

3,571,428

Shares of Common Stock

VELO3D,

INC.

UNDERWRITING

AGREEMENT

April

27, 2026

Cantor

Fitzgerald & Co.

Representative (the “Representative”) of the several

Underwriters named in Schedule I hereto

Cantor

Fitzgerald & Co.

110 East 59th Street, 6th Floor

New York, New York 10022

Ladies

and Gentlemen:

Velo3D,

Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule

I hereto (the “Underwriters”) an aggregate of 3,571,428 shares (the “Securities”)

of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), to be issued and sold by

the Company pursuant to this Underwriting Agreement by and among the Company and the Underwriters (this “Agreement”).

The Company hereby confirms its agreement with respect to the sale of the Securities to the several Underwriters, for whom the Representative

is acting as representative. Where there is a single Underwriter party hereto, references in this Agreement to the “Underwriters”

shall be read to refer to such sole Underwriter.

1. Registration

Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)

a registration statement on Form S-3, as amended (File No. 333-294876), under the Securities Act of 1933, as amended (the “Securities

Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”),

and such amendments to such registration statement as may have been required to the date of this Agreement.

Such

registration statement was declared effective by the Commission on April 8, 2026. Each part of such registration statement, including

the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under

the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the

Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the

time the Registration Statement became effective, is herein collectively called the “Registration Statement.”

Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale

of the Securities is called the “Rule 462(b) Registration Statement,” and from and after the date and time

of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the

Rule 462(b) Registration Statement.

The

prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein

called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare

and file with the Commission a prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance

with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such supplemental form of prospectus (including the Base

Prospectus as so supplemented), in the form provided to the Representative to be filed with the Commission pursuant to Rule 424(b) is

herein called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus shall be deemed

to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of

the Base Prospectus or the Prospectus, as applicable.

For

purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus,

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 its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,”

“included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references

of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated

by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base

Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration

Statement, the Base Prospectus or the Prospectus shall be deemed to include the subsequent filing of any document under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference

therein or otherwise deemed by the Rules and Regulations to be a part thereof.

2. Representations

and Warranties of the Company.

(a) Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters as follows:

(i) Registration

Statement and Prospectuses. No order preventing or suspending the use of the Base Prospectus or the Prospectus (or any supplement

to either) has been issued by the Commission and no proceeding for that purpose has been initiated or is pending or, to the knowledge

of the Company, threatened by the Commission. As of the time each part of the Registration Statement (or any post-effective amendment

thereto) became or becomes effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or

otherwise under the Securities Act), such part conformed or will conform in all material respects to the requirements of the Securities

Act and the Rules and Regulations. Upon the filing or first use within the meaning of the Rules and Regulations, the Base Prospectus

and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the requirements of the Securities

Act and the Rules and Regulations. The Registration Statement and any post-effective amendment thereto has become effective under the

Securities Act within three years of the date hereof. The Company has complied to the Commission’s satisfaction with all requests

of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement,

any post-effective amendment or any part thereof is in effect and no proceedings for such purpose have been instituted or are pending

or, to the knowledge of the Company, are threatened by the Commission. The Company meets the requirements for use of Form S-3 under the

Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i).

(ii) Accurate

Disclosure. Neither the Registration Statement, including the Base Prospectus, nor any amendment thereto, at the effective time

of each part thereof, at the Closing Date (as defined below), contained, contains or will contain an untrue statement of a material fact

or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading. As of the Time of Sale (as defined below), neither (A) the Base Prospectus, (B) the Time of Sale Disclosure Package (as defined

below) nor (C) any Issuer Free Writing Prospectus (as defined below), when considered together with the Time of Sale Disclosure Package,

included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of

its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the Closing Date,

included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary

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

and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment

thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity

with, written information furnished to the Company by the Representative, or by any Underwriter through the Representative, specifically

for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in Section 7(e). There are no contracts or other documents required to be described in

the Time of Sale Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been

or will not be described or filed as required.

Each

reference to an “Issuer Free Writing Prospectus” herein means an issuer free writing prospectus as defined

in Rule 433 of the Rules and Regulations.

“Time

of Sale Disclosure Package” means the Base Prospectus, as amended and supplemented (including by the documents incorporated

by reference therein) as at the Time of Sale, any free writing prospectus set forth on Schedule II and the information on Schedule

III, considered together.

Each

reference to a “free writing prospectus” herein means a free writing prospectus as defined in Rule 405 of the

Rules and Regulations.

“Time

of Sale” means 6:30 a.m. (Eastern Time) on the date of this Agreement.

(iii) Issuer

Free Writing Prospectuses.

(A) Each

Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offer and sale of

the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(a)(iii)(A),

did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in

the Registration Statement, the Base Prospectus or the Prospectus. 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 Representative

or by any Underwriter through the Representative specifically for use therein; it being understood and agreed that the only such information

furnished by any Underwriter consists of the information described as such in Section 7(e).

(B) As

of the determination date referenced in Rule 164(h) under the Securities Act, and at the date hereof, the Company was not, is not and

will not be (as applicable) an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations, without taking account

of any determination by the Commission pursuant to Rule 405 of the Rules and Regulations that it is not necessary that the Company be

considered an ineligible issuer.

Issuer Free Writing Prospectus satisfied, as of its issue date and at all subsequent times to the Time of Sale, all other conditions

to use thereof as set forth in Rules 164 and 433 under the Securities Act.

(D) Except

for the free writing prospectuses, if any, identified in Schedule II, and electronic road shows, if any, furnished to the Representative

before first use, the Company has not prepared, used or referred to, and will not, without the Representative’s prior written consent,

prepare, use or refer to, any free writing prospectus. Each road show, when considered together with the Time of Sale Disclosure Package,

does not contain any 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 under which they were made, not misleading.

(iv) Testing-the-Waters

Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications (as defined below), other than Testing-the-Waters

Communications with the prior consent of the Representative with entities that are qualified institutional buyers within the meaning

of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities

Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms

that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not

distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Schedule V hereto. “Testing-the-Waters

Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B under

the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that

is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication

does not conflict with the information contained in the Registration Statement or the Time of Sale Disclosure Package, complied in all

material respects with the Securities Act, and when taken together with the Time of Sale Disclosure Package as of the Time of Sale did

not, and the Prospectus as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material

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

(v) No

Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in

connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package or the Prospectus or other materials

permitted by the Securities Act to be distributed by the Company; provided, however, that, except as set forth on Schedule

II, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus,

except in accordance with the provisions of Section 4(a)(xv) of this Agreement and, except as set forth on Schedule V, the Company

has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication,

except in accordance with the provisions of Section 2(a)(iv) of this Agreement.

(vi) Conformity

with the Securities Act and Exchange Act. The Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any

Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents incorporated by reference in the Registration

Statement, the Time of Sale Disclosure Package, the Prospectus or any amendment or supplement thereto, 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.

(vii) Incorporated

Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the

Prospectus when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the

requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none

of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated

by reference in the Registration Statement, Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with

the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain 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 under

which they were made, not misleading.

(viii) Financial

Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement,

the Time of Sale Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, 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 for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange

Act and in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

applied on a consistent basis during the periods involved (except as may be specified therein or in the notes thereto); the other financial

data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Time

of Sale Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, 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, the Time of Sale

Disclosure Package or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries

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), the Time of Sale Disclosure Package and the Prospectus, other than liabilities

incurred in the ordinary course of business; and all disclosures contained or incorporated by reference in the Registration Statement,

the Time of Sale Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding non-GAAP financial measures

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, the Time of Sale

Disclosure Package 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.

(ix) Conformity

with EDGAR Filing. The Prospectus delivered to the Underwriters for use in connection with the sale of the Securities 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.

(x) Organization.

The Company and each of its Subsidiaries duly organized, validly existing as a corporation and in good standing under the laws of their

respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation

for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease

of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority

necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement,

the Time of Sale Disclosure Package 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, (i) have a material adverse effect or (ii) reasonably be expected to

have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise),

prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially

interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

(xi) Subsidiaries.

Each subsidiary of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”)

that is a significant subsidiary, as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act (each a “Significant Subsidiary”

and collectively, the “Significant Subsidiaries”), has been duly incorporated or organized and is validly existing

as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction

of its incorporation or organization, has requisite power and authority to own, lease and operate its properties and conduct its business

as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and is duly qualified as a foreign

corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each

jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,

except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. All of the issued and outstanding

capital stock of, or other ownership interests in, each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable

and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any

security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock or equity interest in

any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. 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. The constitutive or organizational documents

of each of the Subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation

or organization and are in full force and effect.

(xii) No

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

or by-laws (or similar organizational documents), (ii) is 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, condition or other obligation contained

in any indenture, mortgage, deed of trust, loan agreement, license 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 is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court

or Governmental Authority (as defined below) has failed to obtain any license, permit, certificate, franchise or other governmental authorization

or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii),

to the extent any such violation or default would not, individually or in the aggregate, reasonably be expected to result in 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. “Governmental

Authority” means (i) any federal, 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.

(xiii) No

Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the

Time of Sale Disclosure Package, 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 the Company reasonably

expects will 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).

(xiv) Capitalization.

The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other

than as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, are not subject to any preemptive

rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth

in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as of the dates referred to therein (other than

the grant of additional options, shares of restricted stock, or other stock-based awards under the Company’s existing stock option

plans, or changes in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of

securities exercisable for, or convertible into, shares of Common Stock outstanding on the date hereof) and such authorized capital stock

conforms to the description thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus.

The description of the securities of the Company in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus

is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement, the Time of

Sale Disclosure Package 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 the capital stock of the Company or other securities.

(xv) 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

and except to the extent that indemnification and contribution provisions may be limited by applicable law or public policy.

(xvi) Authorization

of Securities. The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and

delivered by the Company against payment therefor as provided herein, will be duly and validly issued, fully paid and nonassessable,

free and clear of any pledge, mortgage, hypothecation, 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 Securities, when issued, will conform to the description thereof set forth in or incorporated into the Registration

Statement, the Time of Sale Disclosure Package and the Prospectus.

(xvii) No

Consents Required. No consent, approval, authorization or order of, or registration or filing with, any Governmental Authority

is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby,

including the issuance or sale of the Securities by the Company, except such as may be required under the Securities Act, the rules of

the Financial Industry Regulatory Authority, Inc. (“FINRA”), The Nasdaq Stock Market LLC (“Nasdaq”)

or state securities or blue sky laws.

(xviii) No

Preferential Rights. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package 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 shares of 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 shares of 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 shares of Common Stock, and (iv)

no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act, any shares of 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 Securities as contemplated thereby or otherwise.

(xix) Independent

Public Accounting Firm. Frank, Rimerman + Co. LLP (the “Accountant”), 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, the Time of Sale Disclosure Package and the

Prospectus, is and, during the period covered by their report, were an independent registered public accounting firm within the meaning

of the Securities Act and the Public Company Accounting Oversight Board. To the Company’s knowledge, the Accountant is not in violation

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

(xx) Enforceability

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

(xxi) No

Litigation. Except as set forth in the Registration Statement, Time of Sale Disclosure Package and the Prospectus, to the knowledge

of the Company, there are no actions, suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s

knowledge, 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, to the Company’s knowledge, 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, 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, Time of Sale Disclosure Package or 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 so filed.

(xxii) Consents

and Permits. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company

and its Subsidiaries have made all filings, applications and submissions required by, possess and are operating in compliance with, all

approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and

other authorizations issued by, the appropriate federal, state or foreign Governmental Authority necessary for the ownership or lease

of their respective properties or to conduct its businesses as described in the Registration Statement, the Time of Sale Disclosure Package

and the Prospectus (collectively, “Permits”), except for such Permits the failure of which to possess, obtain

or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions

of all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid

and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably expected to have

a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation,

revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license,

certificate, permit or authorization will not be renewed in the ordinary course. 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. The disclosures in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus concerning

the effects of federal, state, local and all foreign regulation on the Company’s business as currently contemplated are correct

in all material respects.

(xxiii) Regulatory

Filings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the

Company nor any of its Subsidiaries has failed to file with the applicable Governmental Authorities any required filing, declaration,

listing, registration, report or submission, except for such failures that, individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect; except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and

the Prospectus, all such filings, declarations, listings, registrations, reports or submissions were in compliance with applicable laws

when filed and no deficiencies have been asserted by any applicable regulatory authority with respect to any such filings, declarations,

listings, registrations, reports or submissions, except for any deficiencies that, individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect.

(xxiv) Intellectual

Property. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package 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 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, the Time of Sale Disclosure Package 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 Registration Statement, the Time of Sale Disclosure Package and the Prospectus

as being owned by or licensed to the Company; and (vii) 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)-(vii) 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.

(xxv) Market

Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s

most recent Annual Report on Form 10-K was filed with the Commission, the Company met the then applicable requirements for the use of

Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3, and as of the date hereof, the

Company meets the requirements for the use of Form S-3 under General Instruction I.B.1 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.

(xxvi) FINRA

Matters. The information provided to the Underwriters by the Company, its counsel, and its officers and directors for purposes

of the Underwriters’ compliance with applicable FINRA rules in connection with the offering of the Securities is true, complete,

and correct.

(xxvii) 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.

(xxviii) Certain

Market Activities. Neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers or controlling

persons has taken, directly or indirectly, any action designed to, or that has constituted or might reasonably be expected to cause or

result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of the Common Stock or of any other securities,

including any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation

M”) with respect to the Common Stock, whether to facilitate the sale or resale of the Securities or otherwise, and has

taken no action which would directly or indirectly violate Regulation M or applicable foreign securities laws and rules.

(xxix) Broker/Dealer

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

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

is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the

FINRA Manual).

(xxx) No

Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting

advice in connection with the offering and sale of the Securities.

(xxxi) 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, the Time of Sale Disclosure Package 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.

(xxxii) Title

to Real and Personal Property. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package 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, the Time of Sale Disclosure Package or the 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, the Time

of Sale Disclosure Package or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid,

existing and enforceable leases, except for such leases 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, the Time of Sale Disclosure Package or the 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 the Company knows of 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.

(xxxiii) Environmental

Laws. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, the Company and

its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws 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, the Time of Sale Disclosure Package

or 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.

(xxxiv) [Reserved].

(xxxv) 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 (in each case, other than as set forth in the Registration Statement, the

Time of Sale Disclosure Package and 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 Registration Statement, the Time of Sale Disclosure Package and 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. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure

controls and procedures as of the end of the Company’s most recently completed fiscal quarter (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act 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 were effective as of such date. 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.

(xxxvi) Sarbanes-Oxley.

The Company has implemented or will implement such programs and taken reasonable steps to ensure the Company’s compliance (not

later than the relevant statutory and regulatory deadlines therefor) with all of the provisions of the Sarbanes-Oxley Act. 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.

(xxxvii) 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 Underwriters

pursuant to this Agreement.

(xxxviii) 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 which would result in a Material Adverse Effect.

(xxxix) Investment

Company Act. Neither the Company nor any of the Subsidiaries is or will be, either after receipt of payment for the Securities

or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the

Time of Sale Disclosure Package or the Prospectus, 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”),

registered or required to be registered under the Investment Company Act.

(xl) Operations.

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

keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering laws

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.

(xli) 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 Prospectus which have not been described as required.

(xlii) Employee

Benefits. The Company has not received notice of any, and, to its knowledge, is not in, violation with respect to any federal,

state or foreign law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal, state or foreign

wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation

of any of which would reasonably be expected to have a Material Adverse Effect.

(xliii) 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.

(xliv) Forward-Looking

Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section

27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Disclosure Package

or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of

the underlying assumptions, estimates and other applicable facts and circumstances and (ii) 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 such

statement was made with the knowledge of an executive officer or director of the Company that is was false or misleading.

(xlv) Margin

Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as

described in the Registration Statement, the Time of Sale Disclosure Package 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.

(xlvi) 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 business and as is customary for companies engaged

in similar businesses in similar industries.

(xlvii) No

Improper Practices. (i) Neither the Company nor the Subsidiaries, any director, officer, 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 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, the Time of Sale Disclosure Package

and the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary

or any affiliate of them, on the one hand, and the directors, officers, or stockholders of the Company or any Subsidiary, on the other

hand, that is required by the rules of FINRA to be described in the Registration Statement, the Time of Sale Disclosure Package and the

Prospectus that is not so described; (iv) except as described in the Registration Statement, the Time of Sale Disclosure Package 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; (v) the

Company has not offered, or caused any placement agent to offer, shares of 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 (vi) 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, each 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.

(xlviii) No

Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Securities, 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; nor will such action result (x) in any violation of the

provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of any statute

or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction over the Company.

(xlix) Sanctions.

(A) The

Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or any

director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph

(xlix), “Person”) that is, or is owned or controlled by a Person that is:

(1) 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 pursuant to 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

(2) 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 non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine and the Crimea

Region of the Ukraine) (the “Sanctioned Countries”).

(B) 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:

(1) 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

(2) 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).

Entity represents and covenants that, except as detailed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,

for the past five years, 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.

(l) Outbound

Investment Rule. Neither the Company nor any of its Subsidiaries is a “covered foreign person,” as that term is defined

in 31 C.F.R. Section 850.209. Neither the Company nor any of its Subsidiaries currently engage, or have plans to engage, directly or

indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. Section 850.208.

(li) Duties,

Transfer Taxes, Etc. No stamp or other issuance or transfer taxes or duties are payable by the Underwriters to the United States

or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this

Agreement by the Company or the sale and delivery by the Company of the Securities.

(lii) Compliance

with Laws. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules,

or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,

promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or its

Subsidiaries (“Applicable Laws”), except as would not, individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect; (B) has not received any correspondence or notice from any Governmental Authority alleging or

asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements

or amendments thereto required by any such Applicable Laws (“Authorizations”), except as would not, individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (C) possesses all Authorizations and such Authorizations

are valid and in full force and effect and are not in violation of any term of any such Authorizations, except as would not, individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (D) has not received notice of any claim, action,

suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging

that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental

Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, except as

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (E) has not received notice

that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations

and has no knowledge that any such Governmental Authority is considering such action; and (F) has filed, obtained, maintained or submitted

all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required

by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions

and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission),

except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(liii) Statistical

and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement, the Time

of Sale Disclosure Package 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.

(liv) Stock

Exchange Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on the

Nasdaq Capital Market. The Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration

of the Common Stock under the Exchange Act or delist the Common Stock from the Nasdaq Capital Market, and the Company has not received

any notification that the Commission or Nasdaq is contemplating terminating such registration or listing. Except as described in the

Registration Statement, the Time of Sale Disclosure Package and the Prospectus in compliance with all applicable listing requirements

of Nasdaq.

(lv) Related-Party

Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries

or any other person required to be described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus that

have not been described as required.

(lvi) Parties

to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit

A (the “Lock-up Agreement”) from each of the persons listed on Schedule IV. Such Schedule IV

lists under an appropriate caption the directors, and officers and certain shareholders of the Company. If any additional persons shall

become directors or officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause

each such person, prior to or contemporaneously with their appointment or election as a director or officer of the Company, to execute

and deliver to the Representative a Lock-up Agreement.

(lvii) Cybersecurity.

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

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

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

and, to the knowledge of the Company, are 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 the European Union General Data Protection Regulation (EU 2016/679)

(“GDPR”); (iv) any “personal information” as defined by the California Consumer Privacy Act (“CCPA”);

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

or analysis of any data related to an identified person’s health or sexual orientation. To the knowledge of the Company, there

have been no material 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 are any such 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.

(lviii) 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 CCPA and the GDPR (collectively, the “Privacy

Laws”). To ensure compliance with the Privacy Laws, the Company has in place policies and procedures, and complies with

and takes appropriate steps to ensure compliance, in each case in all material respects, with its 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.

(lix) Submission

to Jurisdiction. The Company has the power to submit, and pursuant to Section 16 of this Agreement, has legally, validly, effectively

and irrevocably submitted, to the personal jurisdiction of the Specified Courts (as defined below), and the Company has the power to

designate, appoint and authorize, and pursuant to Section 16 of this Agreement, has legally, validly, effectively and irrevocably designated,

appointed and authorized an agent for service of process in any action arising out of or relating to this Agreement, the Securities in

any Specified Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction

over the Company as provided in Section 16 hereof.

(lx) Effect

of Certificates. Any certificate signed by any officer of the Company and delivered to the Representative or to counsel for the

Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

3. Purchase,

Sale and Delivery of Securities.

(a) Securities.

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,

the Company agrees to issue and sell the Securities to the several Underwriters, and each Underwriter agrees, severally and not jointly,

to purchase from the Company the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The

purchase price for each Security shall be as set forth on Schedule III hereto. The obligation of each Underwriter to the Company

shall be to purchase from the Company that number of Securities (to be adjusted by the Representative to avoid fractional shares) which

represents the same proportion of the number of Securities to be sold by the Company pursuant to this Agreement as the number of Securities

set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Securities to be purchased

by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly;

except as provided in paragraph (b) of this Section 3 and in Section 9 hereof, the agreement of each Underwriter is to purchase only

the respective number of Securities specified in Schedule I.

The

Securities will be delivered by the Company to the Representative for the accounts of the several Underwriters against payment of the

purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Covington

& Burling LLP, 30 Hudson Yards, New York, New York 10001, or such other location as may be mutually acceptable, at 10:00 a.m. Eastern

time on the first (or if the Time of Sale occurs after 4:30 p.m. Eastern time, the second) full business day following the date hereof,

or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such

time and date of delivery being herein referred to as the “Closing Date.”

(b) [Reserved].

Delivery of the Securities will be made by credit through full fast transfer to the accounts at the Depository Trust Company designated

by the Representative. In the event that the Securities are not delivered to the Representative by 2:30 p.m., New York City time, on

the Closing Date, the Company will return payment of the full purchase price to the Representative via same day funds by 4:30 p.m., New

York City time. The Company shall remain liable to the Representative for the full amount of the purchase price and any costs associated

with recovering the purchase price until the full amount has been received by the Representative.

(d) Purchase

by Representative on Behalf of Underwriters. It is understood that the Representative, individually and not as representative

of the several Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter for the Securities

to be purchased by such Underwriter. Any such payment by the Representative shall not relieve any such Underwriter of any of its obligations

hereunder. Nothing herein contained shall constitute any of the Underwriters an unincorporated association or partner with the Company.

4. Covenants.

(a) Covenants

of the Company. The Company covenants and agrees with the several Underwriters as follows:

(i) Required

Filings. During the period beginning on the date hereof and ending on the later of the Closing Date or such date, as in the opinion

of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered (assuming the absence of Rule 172 under

the Securities Act), in connection with sales by an Underwriter or dealer (the “Prospectus Delivery Period”),

prior to amending or supplementing the Registration Statement (including any Rule 462(b) Registration Statement), the Time of Sale Disclosure

Package or the Prospectus, the Company shall furnish to the Representative for review a copy of each such proposed amendment or supplement,

and the Company shall not file any such proposed amendment or supplement to which the Representative or counsel to the Underwriters reasonably

object. Subject to this Section 4(a)(i), immediately following execution of this Agreement, the Company will prepare the Prospectus containing

the Rule 430B Information and other selling terms of the Securities, the plan of distribution thereof and such other information as may

be required by the Securities Act or the Rules and Regulations or as the Representative and the Company may deem appropriate, and if

requested by the Representative, an Issuer Free Writing Prospectus containing the selling terms of the Securities and such other information

as the Company and the Representative may deem appropriate, and will file or transmit for filing with the Commission, in accordance with

Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus and each Issuer Free Writing Prospectus.

(ii) Free

Writing Prospectuses. The Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or

on behalf of, used by, or referred to by the Company in connection with the offer and sale of the Securities, and the Company shall not

file, use or refer to any proposed such free writing prospectus or any amendment or supplement thereto without the Representative’s

prior written consent.

(iii) Notification

of Certain Commission Actions. During the Prospectus Delivery Period, the Company shall promptly advise the Representative in

writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the

time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time

of Sale Disclosure Package, any free writing prospectus or the Prospectus, (C) of the time and date that any post-effective amendment

to the Registration Statement becomes effective, (D) of the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of

the Time of Sale Disclosure Package, the Prospectus or any free writing prospectus, or (E) of any proceedings to remove, suspend or terminate

from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated

for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such

stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally,

the Company agrees that it shall comply with the provisions of Rules 424(b), 433 and 430B, as applicable, under the Securities Act and

will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received

in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

(iv) Continued

Compliance with Securities Laws.

(A) During

the Prospectus Delivery Period, the Company will comply as far as it is able with all requirements imposed upon it by the Securities

Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as

necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Time of Sale

Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Prospectus (or, if the Prospectus

is not yet available to prospective purchasers, the Time of Sale Disclosure Package) 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 or appropriate in the opinion of the Company or its counsel or the Representative

or counsel to the Underwriters to amend the Registration Statement or supplement the Prospectus (or, if the Prospectus is not yet available

to prospective purchasers, the Time of Sale Disclosure Package) to comply with the Securities Act or to file under the Exchange Act any

document which would be deemed to be incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange

Act, the Company promptly will (x) notify the Representative of such untrue statement or omission, (y) amend the Registration Statement

or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package)

or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance, and (z)

notify the Representative when any amendment to the Registration Statement is filed or becomes effective or when any supplement to the

Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) is filed.

(B) If

at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which

such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the

Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company

(x) has promptly notified or promptly will notify the Representative of such conflict, untrue statement or omission, (y) has promptly

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

untrue statement or omission, and (z) has notified or promptly will notify the Representative when such amendment or supplement was or

is filed with the Commission where so required to be filed.

to amending or supplementing any document referred to in clause (A) or (B) above, the Company shall furnish to the Representative for

review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented

document, and the Company shall not file, use or refer to any such amended or supplemented document without the Representative’s

prior written consent.

(v) Blue

Sky Qualifications. The Company shall take or cause to be taken all necessary action to qualify the Securities for sale under

the securities laws of such jurisdictions as the Representative reasonably designates and to continue such qualifications in effect so

long as required for the distribution of the Securities, except that the Company shall not be required in connection therewith to qualify

as a foreign corporation (where not otherwise required), subject itself to taxation in any jurisdiction where not otherwise required,

or to execute a general consent to service of process in any jurisdiction (where not otherwise required). The Company will advise the

Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities

for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event

of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain

the withdrawal thereof at the earliest possible moment

(vi) Provision

of Documents. The Company will furnish, at its own expense, to the Underwriters and counsel for the Underwriters copies of the

Registration Statement, and to the Underwriters and any dealer the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing

Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative

may from time to time reasonably request.

(vii) Rule

158. The Company will make generally available to its security holders and to the Representative as soon as practicable, but

in no event later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be

audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules

and Regulations.

(viii) Payment

and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement

is terminated, will pay or cause to be paid (and any such amount payable to the Underwriters may be deducted from the purchase price

for the Securities) all costs, fees and expenses relating to the performance of its obligations hereunder and in connection with the

transactions contemplated hereby, including, without limitation, in each case to the extent applicable, (A) all filing fees and communication

expenses relating to the registration of the Securities with the Commission, (B) all filing fees and other expenses (including the fees

and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Securities for sale under the laws

of such jurisdictions as the Representative reasonably designates and the preparation and printing of memoranda relating thereto, (C)

costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement

(including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Disclosure Package, the

Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and this Agreement; (D)

costs and expenses related to the review of the offering of the Securities by FINRA, including all filing fees and the fees and disbursements

of counsel to the Underwriters relating to such review, (E) costs and expenses relating to investor presentations or any “road

show” in connection with the offering of the Securities, including, without limitation, any travel expenses of the Company’s

officers and employees and any other expenses of the Company, (F) fees and expenses incident to listing the Securities on the Nasdaq

Capital Market and on such other stock exchanges as the Company and the Representative determine together determine, (G) fees, disbursements

and expenses of the Company’s counsel and accountants in connection with the offering of the Securities, (H) expenses incurred

in preparing, printing and distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters (including

financial statements, exhibits, schedules, consents and certificates of experts), and for expenses incurred for preparing, printing and

distributing any Issuer Free Writing Prospectus, (I) fees, disbursements and expenses of counsel to the Underwriters in an amount not

to exceed $250,000, (J) the costs and expenses of any public relations firm, (K) the costs of preparing, printing and delivering certificates

representing the Securities, (L) fees and expenses of the transfer agent for the Securities, and (M) stock issue, transfer and/or stamp

taxes, if any, payable in connection with the issuance of the Securities and the transfer of the Securities to the Underwriters.

(ix) Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities to be sold by it hereunder for the purposes

set forth in the Time of Sale Disclosure Package and in the Prospectus.

(x) Company

Lock-up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement

and continuing to and including the date sixty (60) days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell,

sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,

or otherwise transfer or dispose of, directly or indirectly, any shares of the capital stock of the Company or any securities convertible

into or exercisable or exchangeable for shares of the capital stock of the Company; (ii) file or caused to be filed any registration

statement with the Commission relating to the offering of any shares of the capital stock of the Company or any securities convertible

into or exercisable or exchangeable for shares of the capital stock of the Company; or (iii) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the capital stock of the Company,

whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of Common Stock or such

other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement, (B) the issuance by the Company of

shares of Common Stock upon the exercise of any stock options or warrants outstanding as of the date hereof and disclosed in the Registration

Statement, the Time of Sale Disclosure Package and the Prospectus, (C) the issuance by the Company of shares of Common Stock or securities

convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described

in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (D) the filing of a registration statement on

Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement,

the Time of Sale Disclosure Package and the Prospectus, (E) the entry into, and sale of shares of Common Stock pursuant to, a sales agreement

providing for the sale of shares of Common Stock pursuant to an “at-the-market offering” as defined in Rule 415(a)(4) under

the Securities Act (as well as the filing of a prospectus supplement in connection therewith), (F) the filing of a registration statement

on Form S-3 (or other available form that may be filed with the Commission for such purpose) to register for resale 3,000,000 shares

of Common Stock beneficially owned by Arun Jeldi in his name or in the name of other companies or entities affiliated with, or controlled

by, him or (G) the issuance of securities pursuant to acquisitions, joint ventures, strategic alliances or other strategic transactions,

including without limitation, collaborations or arrangements involving research and development or the purchase, sale or licensing of

intellectual property, approved by a majority of the disinterested directors of the Company, provided that such securities are issued

as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require

or permit the filing of any registration statement in connection therewith within sixty (60) days following the date of the Prospectus,

provided that any such issuance shall only be to a person or an entity (or to the equity holders of an entity) which is, itself or through

its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide

to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is

issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

(xi) Lock-Up

Agreements. The Company has caused to be delivered to the Representative prior to the date of this Agreement Lock-up Agreements

from each director, officer and shareholder listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement

and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction

that would constitute a breach of or default under the applicable Lock-Up Agreement.

(xii) No

Market Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed

to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price

of any security of the Company to facilitate the sale or resale of the Securities.

(xiii) SEC

Reports. During the Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and

special reports as required by the Rules and Regulations.

(xiv) Sarbanes-Oxley.

To the extent legally required, the Company and each of its Subsidiaries will comply with all provisions of the Sarbanes-Oxley Act.

(xv) Free

Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representative,

and each Underwriter severally represents and agrees that, unless it obtains the prior written consent of the Company and the Representative,

it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that

would otherwise constitute a free writing prospectus required to be filed with the Commission; provided that the prior written consent

of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II.

Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted

Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing

Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules

and Regulations applicable to any Permitted Free Writing Prospectus. The Company agrees not to take any action that would result in an

Underwriter or the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf

of such Underwriter or the Company, as applicable, that otherwise would not be required to be filed thereunder, but for the action of

the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and

the Representative, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed

on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional

buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule

501 under the Securities Act.

(xvi) Listing.

The Company will use its best efforts to list, subject to notice of issuance, the Securities on the Nasdaq Capital Market.

(xvii) Future

Reports to the Representative. During the period of five years hereafter, the Company will furnish to the Representative, c/o

Cantor Fitzgerald & Co., at 110 East 59th Street, New York, New York 10022, Attention: Equity Capital Markets, with copies to Cantor

Fitzgerald & Co., 110 East 59th Street, New York, New York 10022, Attention: General Counsel: (i) as soon as practicable after the

end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such

fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the

Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each

proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company

with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company

furnished or made available generally to holders of its capital stock; provided, however, that the requirements of this Section 4(a)(xvii)

shall be satisfied to the extent that such reports, statement, communications, financial statements or other documents are available

on EDGAR.

(xviii) Investment

Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Securities

in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company

Act.

5. Conditions

of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy, as of

the date hereof and at the Closing Date (as if made at such Closing Date), of and compliance with all representations, warranties and

agreements of the Company contained herein, to the performance by the Company of its respective obligations hereunder and to the following

additional conditions:

(a) Required

Filings; Absence of Certain Commission Actions. If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer

Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus

(or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period

so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending

the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof,

nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall

have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission

for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer

Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction.

(b) Continued

Compliance with Securities Laws. No Underwriter shall have advised the Company that (i) the Registration Statement or any amendment

thereof or supplement thereto contains an untrue statement of a material fact which, in the Representative’s opinion, is material

or omits to state a material fact which, in the Representative’s opinion, is required to be stated therein or necessary to make

the statements therein not misleading, or (ii) the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement

thereto, or any Issuer Free Writing Prospectus contains an untrue statement of fact which, in the Representative’s opinion, is

material, or omits to state a fact which, in the Representative’s opinion, is material and is required to be stated therein, or

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

of Certain Events. Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective

dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its

Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions,

or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been

any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares

upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term

or long-term debt of the Company (other than as a result of the conversion of convertible securities), or any issuance of options, warrants,

convertible securities or other rights to purchase shares of the Company or any of its Subsidiaries, or any Material Adverse Effect or

any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss

by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary,

the effect of which, in any such case described above, in the Representative’s judgment, makes it impractical or inadvisable to

offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package and in the Prospectus.

(d) No

Downgrade. On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s

securities by any “nationally recognized statistical organization,” as that term is defined in Section 3(a)(62) of the Exchange

Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications,

its rating of any of the Company’s securities.

(e) Opinion

of Company Counsel. On the Closing Date, there shall have been furnished to the Representative, as representative of the several

Underwriters, the opinion and negative assurance letter of Troutman Pepper Locke LLP, counsel for the Company, dated as of such Closing

Date and addressed to the Representative and in such form and substance as is reasonably satisfactory to the Representative.

(f) Opinion

of Underwriters’ Counsel. On the Closing Date, there shall have been furnished to the Representative, as representative

of the several Underwriters, the negative assurance letter of Covington & Burling LLP, counsel for the several Underwriters, dated

as of such Closing Date and addressed to the Representative, with respect to the Registration Statement, the Time of Sale Disclosure

Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and

information as they request to enable them to pass upon such matters.

(g) Comfort

Letters. On the date hereof, on the effective date of any post-effective amendment to the Registration Statement filed after

the date hereof and on the Closing Date the Representative, as representative of the several Underwriters, shall have received an accountant’s

“comfort” letter of the Accountant, dated such date and addressed to the Representative, in form and substance satisfactory

to the Representative.

(h) Officers’

Certificate. On the Closing Date, there shall have been furnished to the Representative, as representative of the Underwriters,

a certificate, dated as of such Closing Date and addressed to the Representative, signed by the chief executive officer and by the chief

financial officer of the Company, to the effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct as if made at and as of such Closing Date, and the

Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to

such Closing Date;

(ii) No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or

the qualification of the Securities for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package,

the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to

the best of their knowledge, is contemplated by the Commission or any state or regulatory body; and

(iii) Affirms

the accuracy of the matters set forth in subsection (c) above.

(i) Chief

Financial Officer’s Certificate. On the Closing Date, there shall have been furnished to the Representative, as representative

of the Underwriters, a certificate, dated as of such Closing Date and addressed to the Representative, signed by the chief financial

officer of the Company, in form and substance satisfactory to the Representative.

(j) Lock-Up

Agreements. The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements

shall remain in full force and effect.

(k) FINRA

No Objections. FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(l) Rule

462(b) Registration Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering

contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this

Agreement and shall have become effective automatically upon such filing.

(m) Other

Documents. The Company shall have furnished to the Representative and counsel for the Underwriters such additional documents,

certificates and evidence as the Representative or they may have reasonably requested.

(n) Exchange

Listing. The Company shall have taken such actions as required by Nasdaq in order to cause the Securities to be delivered on

such Closing Date to be listed on the Nasdaq Capital Market.

All

such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably

satisfactory in form and substance to the Representative and counsel for the Underwriters. The Company will furnish the Representative

with such conformed copies of such opinions, certificates, letters and other documents as the Representative shall reasonably request.

6. Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 9 or Section

10, or if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any refusal, inability or

failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse

the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally,

upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection

with the proposed purchase and the offering and sale of the Securities, including fees and disbursements of counsel, printing expenses,

travel expenses, postage, facsimile and telephone charges.

7. Indemnification

and Contribution.

(a) Indemnification

by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,

members, directors, officers, employees and agents, and each person, if any, who controls such Underwriter or any affiliate within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (i) from and against any losses, claims, damages or liabilities,

joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including any reasonable investigation,

legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim

asserted), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (A)

an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information

and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant

to the Rules and Regulations, if applicable, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto,

any Issuer Free Writing Prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d)

of the Rules and Regulations, any roadshow materials, or any Testing-the-Waters Communication or (B) the omission or alleged omission

to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case

of the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, in the light of the circumstances under

which they were made), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with

investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; (ii) against any and

all loss, liability, claim, damage and 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 subsection (c) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably

be delayed, conditioned or withheld; and (iii) against any and all expense whatsoever, as incurred (including the 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 (whether or not a party), to the extent that any such expense is not paid under (i) or

(ii) above; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,

damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission

made solely in reliance upon and in conformity with written information furnished to the Company by the Representative, or by any Underwriter

through the Representative, specifically for use in the preparation thereof; it being understood and agreed that the only information

furnished by an Underwriter consists of the information described as such in subsection (e) below.

(b) Indemnification

by the Underwriters. Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company, its affiliates,

directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within

the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities

described in the indemnity contained in subsection (a) above to which the Company may become subject, under the Securities Act or otherwise

(including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as

such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus,

or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any issuer information that the Company has filed or is required

to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii)

arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading (in the case of the Time of Sale Disclosure Package, the Prospectus, or any amendment or

supplement thereto, in the light of the circumstances under which they were made), in each case to the extent, but only to the extent,

that such untrue statement or alleged untrue statement or omission or alleged omission was made solely in reliance on or in conformity

with written information furnished to the Company by the Representative, or by such Underwriter through the Representative, specifically

for use in the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of

the information described as such in subsection (e) below), and will reimburse the Company for any legal or other expenses reasonably

incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action as such

expenses are incurred.

and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement

of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,

notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not

relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party

has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses). In case any such action shall

be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party

shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,

to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such

indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable

to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection

with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment

of the Representative, it is advisable for the Underwriters to be represented as a group by separate counsel, the Representative shall

have the right to employ a single counsel (in addition to local counsel) to represent the Representative and all Underwriters who may

be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) above,

in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed

to the Underwriters as incurred. An indemnifying party shall not be obligated under any settlement agreement relating to any action under

this Section 7 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of

the indemnified party (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened

proceeding unless such settlement includes an unconditional release of such indemnified party for all liability on claims that are the

subject matter of such proceeding and does not include a statement as to, or an admission of, fault, culpability or a failure to act

by or on behalf of an indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel pursuant to this Section 7(c), such indemnifying party agrees

that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 45 days

after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified

party in accordance with such request prior to the date of such settlement.

(d) Contribution;

Limitations on Liability; Non-Exclusive Remedy. If the indemnification provided for in this Section 7 is unavailable or insufficient

to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount

paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or

(b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the

Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted

by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but

also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions

that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits

received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net

proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions

received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relevant

intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the

Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by

pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which

does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an

indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d)

shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection

(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and

commissions received by such Underwriter with respect to the Securities purchased by it hereunder exceeds the amount of any damages that

such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to

contribute are several in proportion to their respective underwriting obligations and not joint. The remedies provided for in this Section

7 are not exclusive and shall not limit any rights or remedies that might otherwise be available to any indemnified party at law or in

equity.

(e) Information

Provided by the Underwriters. The Underwriters severally confirm and the Company acknowledges that the statements with respect

to the public offering of the Securities by the Underwriters set forth in the first sentence of the first paragraph under the caption

“Underwriting — Commissions and Expenses” and in the first and second sentences of the second paragraph under the caption

“Underwriting — Market Making, Stabilization and Other Transactions” in the Prospectus is correct and constitute the

only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for

inclusion in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

8. Representations

and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates

delivered pursuant hereto, including but not limited to the agreements of the several Underwriters and the Company contained in Section

5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter

or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive delivery

of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement.

9. Substitution

of Underwriters.

(a) Obligation

to Purchase Under Certain Circumstances. If any Underwriter or Underwriters shall fail to take up and pay for the amount of Securities

agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Securities in accordance with the terms hereof,

and the amount of Securities not purchased does not aggregate to more than 10% of the total amount of Securities set forth in Schedule

I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations

hereunder as set forth in Schedule I hereto except as may otherwise be determined by the Representative) the Securities that the

withdrawing or defaulting Underwriters agreed but failed to purchase.

(b) Termination

Under Certain Circumstances. If any Underwriter or Underwriters shall fail to take up and pay for the amount of Securities agreed

by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Securities in accordance with the terms hereof, and

the amount of Securities not purchased aggregates more than 10% of the total amount of Securities set forth in Schedule I hereto,

and arrangements satisfactory to the Representative for the purchase of such Securities by other persons are not made within 36 hours

thereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any

Underwriter (except to the extent provided in Section 4(a)(viii) and Section 7 hereof) nor shall any Underwriter (other than an Underwriter

who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Securities agreed by

such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 5 hereof).

of Closing. If Securities to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party

or parties, the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days

in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any

other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any

person substituted for an Underwriter under this Section 9.

(d) No

Relief from Liability. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability, if

any, in respect of such default.

10. Termination

of this Agreement.

(a) Right

to Terminate. The Representative, as representative of the several Underwriters, shall have the right to terminate this Agreement

by giving notice as hereinafter specified at any time at or prior to the Closing Date if (i) the Company shall have failed, refused or

been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition

of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Capital Market or the New York Stock Exchange

(the “NYSE”) shall have been wholly suspended or trading in any securities of the Company on any exchange

or in the over-the-counter market, shall have been suspended or materially limited, or trading in any securities of the Company shall

have been suspended or limited by the Commission, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges

for prices for securities shall have been required, on the Nasdaq Capital Market or the NYSE, by such exchange or by order of the Commission

or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, (vi) there shall

have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s

judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for

the Securities, (v) in the reasonable judgment of the Representative there shall have occurred any material change, or any material development

or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results

of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course

of business, or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character

as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless

of whether or not such loss shall have been insured. Any such termination shall be without liability of any party to any other party

except that the provisions of Section 4(a)(viii) and Section 6 hereof shall at all times be effective.

(b) Notice

of Termination. If the Representative elect to terminate this Agreement as provided in this Section 10, the Company shall be

notified promptly by the Representative by telephone, confirmed by letter.

11. Default

by the Company.

(a) Default

by the Company. If the Company shall fail at the Closing Date to sell and deliver the number of Securities which it is obligated

to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in

Section 4(a)(viii) and Section 6 hereof, any non-defaulting party.

(b) No

Relief from Liability. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect

of such default.

12. Notices.

Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via

overnight delivery service or hand delivered via courier to Cantor Fitzgerald & Co., as Representative, at c/o Cantor Fitzgerald

& Co., 110 East 59th Street, New York, New York 10022, Attention: Global Head of Investment Banking, with a copy to the General Counsel

with a copy (which shall not constitute notice), in each instance, to Covington & Burling LLP, 30 Hudson Yards, New York, New York

10001, Attention: Matthew T. Gehl and Julie M. Plyler (email: mgehl@cov.com and jplyler@cov.com); if to the Company, shall be mailed

or delivered to it at Velo3D, Inc., 2710 Lakeview Court, Fremont, California 94538, Attention: General Counsel (email: nancy.krystal@velo3d.com),

and with a copy (which shall not constitute notice) to Troutman Pepper Locke LLP, 111 Huntington Avenue, 9th Floor, Boston, Massachusetts

02199, Attention: Thomas M. Rose and Alexander T. Yarbrough (email: thomas.rose@troutman.com and alexander.yarbrough@troutman.com). Any

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.

13. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement

is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in

respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include

any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters.

14. Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each of the Underwriters has been retained solely to

act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the

Company or any representatives or stockholders of the Company and each such Underwriter has been created in respect of any of the transactions

contemplated by this Agreement, irrespective of whether such Underwriter has advised or are advising the Company on other matters; (b)

no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering

contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the

Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except

the obligations expressly set forth in this Agreement; (c) the Underwriters have not provided any legal, accounting, regulatory or tax

advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors

to the extent it deemed appropriate; (d) the price and other terms of the Securities set forth in this Agreement were established by

the Company following discussions and arms-length negotiations with the several Underwriters and the Company is capable of evaluating

and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (e)

it has been advised that each of the Underwriters and their respective affiliates are engaged in a broad range of transactions which

may involve interests that differ from those of the Company and that none of the Underwriters has any obligation to disclose such interest

and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (f) it has been advised that each of the

Underwriters is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and

not on behalf of the Company; (g) it, he or she waives to the fullest extent permitted by law, any claims it may have against any Underwriter

for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement

and agrees that any such Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary

duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

15. Governing

Law; Waiver of Jury Trial. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute

arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard

to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York. The

Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the

Underwriters 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.

16. Submission

to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting

in the Borough of Manhattan, City of New York (collectively, the “Specified Courts”), in any suit or proceeding

arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally

waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably

and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought

in any such court has been brought in an inconvenient forum. With respect to any legal suit, action or proceeding arising out of or based

upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably

waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,

service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified

Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such

immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any

such immunity at or in respect of any such Related Proceeding or Related Judgment.

17. Recognition

of the U.S. Special Resolution Regimes.

(a) (a)

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the

transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the

same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and

obligation, were governed by the laws of the United States or a state of the United States.

(b) (b)

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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.

used in this Section 17:

“BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k).

“Covered

Entity” means any of the following:

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

18. Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument. Counterparts may be

delivered via facsimile or electronic mail (including, without limitation, “pdf”, “tif” or “jpg”,

and 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) and any counterpart so delivered shall be deemed to have

been duly and validly delivered and be valid and effective for all purposes.

19. Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect

the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

20. General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written

or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement

may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived

unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of

the parties only and shall not affect the construction or interpretation of this Agreement.

[Signature

Page Follows]

Please

sign and return to the Company the enclosed duplicates of this Agreement whereupon this Agreement will become a binding agreement between

the Company and the several Underwriters in accordance with its terms.

Very

truly yours,

VELO3D,

INC.

By:

/s/

Arun Jeldi

Name:

Arun Jeldi

Title:

Chief Executive Officer

ACCEPTED

as of the date first-above written:

CANTOR

FITZGERALD & CO.

By:

/s/

Beau Bohm

Name:

Beau Bohm

Title:

Managing Director

For

itself and the other several Underwriters named in Schedule I to this Agreement.

SCHEDULE

Number of Securities

Cantor Fitzgerald & Co.

3,571,428

Total:

3,571,428

SCHEDULE

Certain

Permitted Free Writing Prospectuses

None.

SCHEDULE

III

Pricing

Information

Number

of Securities Being Offered: 3,571,428 shares of Common Stock

Public

Offering Price Per Security: $14.00

Underwriting

Discount and Commissions per Security: $0.84

SCHEDULE

List

of Parties Executing Lock-Up Agreements

● Arun

Jeldi

● James

Suva

● Kenneth

Thineman

● Stefan

Krause

● Adrian

Keppler

● Jason

Lloyd

● Arrayed

Notes Acquisition Corp.

SCHEDULE

Written

Testing-the-Waters Communications

None.

EXHIBIT

Form

of Lock-Up Agreement

(See

Attached)

Form

of Lock-Up Agreement

_____________,

2026

Cantor

Fitzgerald & Co.

110

East 59th Street, 6th Floor

New

York, New York 10022

Re:

Proposed Registered Follow-On Offering by Velo3D, Inc.

Ladies

and Gentlemen:

The

undersigned, a securityholder and/or an officer and/or a director of Velo3D, Inc., a Delaware corporation (the “Company”),

understands that Cantor Fitzgerald & Co. (“CF&Co.”) proposes to enter into an Underwriting Agreement (the

“Underwriting Agreement”) with the Company providing for a registered follow-on offering (the “Offering”)

of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). In recognition of

the benefit that the Offering will confer upon the undersigned as a securityholder and/or an officer and/or a director of the Company,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that,

during the period beginning on the date hereof and ending on the date that is sixty (60) days from the date of the Underwriting Agreement

(the “Lock-Up Period”), the undersigned will not (and will cause any immediate family member (for purposes of this

agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin)

not to), without the prior written consent of CF&Co., which may withhold its consent in its sole discretion, directly or indirectly,

(i) sell, offer to sell, contract to sell or lend, effect any short sale or establish or increase a Put Equivalent Position (as defined

in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease

any Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or grant any security interest

in, or in any other way transfer or dispose of, any shares of Common Stock or any securities convertible into or exchangeable or exercisable

for shares of Common Stock, in each case whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned

has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or make a demand for

or exercise any right with respect to the registration of any of the Lock-Up Securities, or the filing of any registration statement,

prospectus or prospectus supplement (or amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as

amended, (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly,

the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of

Common Stock or other securities, in cash or otherwise or (iii) publicly disclose the intention to do any of the foregoing.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities pursuant to clauses (i) through (iv)

below without the prior written consent of CF&Co., provided, in each case, that (1) prior to any such transfer, CF&Co. receives

a signed lock-up agreement, substantially in the form of this lock-up agreement, for the balance of the Lock-Up Period from each donee,

trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the

case of clause (i), if any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of

Common Stock in connection with such transfer or distribution shall be legally required during the Lock-Up Period, such filing shall

clearly indicate in the footnotes thereto the nature and conditions of such transfer, and the undersigned shall not otherwise voluntarily

effect any public filing or report regarding such transfer, and (4): in the case of clauses (ii) and (iii) below, such transfers are

not required to be reported with the Securities and Exchange Commission and the undersigned shall not otherwise voluntarily effect any

public filing or report regarding such transfer:

(i)

as a bona fide gift or gifts;

(ii)

to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(iii)

pursuant to a qualified domestic relations order or in connection with a divorce settlement; or

(iv)

by will or intestate succession to the legal representative, heir, beneficiary or immediate family of the undersigned upon the death

of the undersigned.

The

undersigned further agrees that the foregoing provisions shall be equally applicable to any Common Stock the undersigned may purchase

or otherwise receive in the Offering.

The

undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar

against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This agreement shall automatically

terminate, and the undersigned shall be released from the undersigned’s obligations hereunder, upon the earliest to occur, if any,

of (i) prior to the execution of the Underwriting Agreement, the Company advises CF&Co. in writing that it has determined not to

proceed with the Offering; (ii) the Underwriting Agreement is executed but is terminated prior to the closing of the Offering (other

than the provisions thereof which survive termination), or (iii) April 30, 2026, in the event that the Underwriting Agreement has not

been executed by such date.

With

respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the

offer and sale of any shares of Common Stock and/or any options or warrants or other rights to acquire Common Stock or any securities

exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or

exercisable for or convertible into Common Stock, owned either of record or beneficially by the undersigned, including any rights to

receive notice of the Offering.

The

undersigned confirms that the undersigned has not, and has no knowledge that any immediate family member has, directly or indirectly,

taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price

of any security of the Company to facilitate the sale of the Common Stock. The undersigned will not, and will cause any immediate family

member not to take, directly or indirectly, any such action.

The

undersigned represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement.

This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns

of the undersigned.

This

agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of

laws principles thereof that would result in the application of the law of any other jurisdiction.

The

undersigned understands that the Company and CF&Co. are relying on this agreement in proceeding toward consummation of the Offering

contemplated by the Underwriting Agreement. This agreement is irrevocable and shall be binding upon the undersigned and the heirs, personal

representatives, successors and assigns of the undersigned. Whether or not the Offering actually occurs depends on a number of factors,

including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to

negotiation between the Company and CF&CO.

Delivery

of a signed copy of this agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

[Signature

Page Follows.]

Very

truly yours,

Name

of Security Holder

(Print

exact name)

By:

not signing in an individual capacity:

Name

of Authorized Signatory (Print)

Title

of Authorized Signatory (Print)

(indicate

capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature

Page to Lock-up Agreement]

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit 5.1

Troutman

Pepper Locke LLP

111

Huntington Avenue, 9th Floor

Boston,

MA 02199

troutman.com

April

27, 2026

Velo3D,

Inc.

2710

Lakeview Court

Fremont,

CA 94538

Re:

Underwritten Offering

Ladies

and Gentlemen:

have acted as counsel to Velo3D, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale

by the Company (the “Offering”) of 3,571,428 shares (the “Shares”) of common stock,

par value $0.00001 per share, of the Company, pursuant to an Underwriting Agreement, dated as of April 27, 2026, by and between the Company

and Cantor Fitzgerald & Co., acting as representative of the several underwriters named in Schedule I thereto (the “Underwriting

Agreement”).

The

Shares are being offered and sold by the Company pursuant to the Company’s effective shelf Registration Statement on Form S-3 (File

No. 333-294876) (as amended from time to time, the “Registration Statement”) filed with Securities and Exchange

Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),

the base prospectus included in the Registration Statement (the “Prospectus”) and the prospectus supplement related

to the Offering, dated April 27, 2026, and filed with the Commission under Rule 424(b) of the Securities Act on April 27, 2026 (the “Prospectus

Supplement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under

the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the

Prospectus and the Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Shares.

rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Certificate of

Incorporation, and the Second Amended and Restated Bylaws of the Company, each as amended to date, (ii) certain resolutions of the Board

of Directors of the Company related to the Offering, the authorization and issuance of the Shares and related matters, (iii) the Registration

Statement, the Prospectus and the Prospectus Supplement (iv) the Underwriting Agreement, and (v) such other records, documents and instruments

as we have deemed relevant and necessary for purposes of the opinion stated herein. In making the foregoing examination we have assumed

the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals,

the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the

originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established,

we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company

or governmental officials.

Velo3D, Inc.

April 27, 2026

Page 2

This

opinion is limited in all respects to the General Corporation Law of the State of Delaware, and we express no opinion as to the effect

on the matters covered by this opinion of the laws of any other jurisdiction.

Based

upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that, as of

the date hereof, when the Shares shall have been issued by the Company against payment therefor (not less than par value) in the circumstances

contemplated by Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

This

opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely

upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to your filing this opinion as an exhibit to the

Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement

and to the reference to our firm in the Prospectus Supplement under the heading “Legal Matters.” In rendering this opinion

and giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of

the Securities Act or the rules and regulations of the Commission thereunder.

Very

truly yours,

/s/

Troutman Pepper Locke LLP

Troutman

Pepper Locke LLP

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

For

Immediate Release

Velo3D,

Inc. Announces Pricing of $50 Million Underwritten Registered Direct Offering of Common Stock

FREMONT,

Calif., April 27, 2026 /PRNewswire/ -- Velo3D, Inc. (“Velo” or the “Company”), an industry leading metal additive

manufacturing company, today announced the pricing of a firm commitment underwritten registered direct offering of 3,571,428 shares of

its common stock at a price of $14.00 per share (the “Offering”), before deducting underwriting discounts and commissions

and offering expenses, for gross proceeds of approximately $50 million. All of the shares of common stock to be sold in the Offering

will be sold by the Company.

Cantor

is acting as the sole book-running manager for the Offering.

The

Offering is expected to close on or about April 28, 2026, subject to customary closing conditions. The Company intends to use the net

proceeds from the Offering for working capital and general corporate purposes.

The

securities described above are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-294876),

including a base prospectus, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2026,

and declared effective by the SEC on April 8, 2026. A prospectus supplement describing the terms of the Offering will be filed with the

SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the prospectus supplement and the

accompanying base prospectus, when available, may be obtained from Cantor Fitzgerald & Co., at Attention: Capital Markets, 110 East

59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale

of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or other jurisdiction.

About

Velo3D

is a metal 3D printing technology company that enables customers to build mission-critical metal parts. The fully integrated solution

includes the Flow print preparation software, the Sapphire® family of printers, and the Assure quality control system—all of

which are powered by Velo3D’s Intelligent Fusion® manufacturing process.

Forward-looking

Statements

This

press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the

Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the closing of

the Offering, the anticipated use of proceeds from the Offering and other statements identified by words such as “expect”,

“estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”,

“plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”,

“potential”, “continue”, and similar expressions. These statements involve risks and uncertainties that could

cause actual results to differ materially, including those described in the “Risk Factors” section of the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC. The Company cautions readers not to place

undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required

by law.

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Cover

Apr. 27, 2026

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