Form 8-K

8-K — BOXABL Inc.

Accession: 0001493152-26-044413

Filed: 2026-09-28

Period: 2026-09-25

CIK: 0001906364

SIC: 1520 (GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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8-K

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Filename: form8-k.htm · Sequence: 1

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0001906364

2026-09-25

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 25, 2026

BOXABL

INC.

(Exact

Name of Registrant as Specified in Charter)

Texas

001-42493

86-2579471

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification Number)

5345

E. N. Belt Road

Las

Vegas, NV

89115

(Address

of principal executive offices)

(Zip

Code)

(702)

500-9000

(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

Class

A Common Stock, $0.0001 par value per share

BXBL

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 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

September 25, 2026, BOXABL Inc. (the “Company”) entered into an ATM Sales Agreement (the “Sales

Agreement”) with Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of

Cohen & Company Securities, LLC, Maxim Group LLC, and Roth Capital Partners, LLC (each, an “Agent” and

collectively, the “Agents”), pursuant to which the Company, from time to time, may offer and sell shares (the

“ATM Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),

through or to the Agents, acting as sales agent, having an aggregate sales price of up to $100,000,000 (the “ATM Offering”).

Subject

to the terms and conditions of the Sales Agreement, each Agent will use its commercially reasonable efforts consistent with its normal

trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided

the Agents with customary indemnification and contribution rights in favor of the Agents, and each Agent will be entitled to a commission

up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated pursuant to the Sales Agreement. The Company

also agreed to reimburse the Agents the fees and expense of the Agents including but not limited to the fees and expenses of the counsel

to the Agents, payable upon the execution of the Sales Agreement, in an amount not to exceed $75,000.

Sales

of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings”

as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by the Sales Agreement and applicable

law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement. The

offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the ATM Shares subject to the Sales

Agreement and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its

sole discretion at any time by giving three (3) days’ prior notice to the Agents. Each Agent may terminate the Sales Agreement

with respect to itself (i) under the circumstances specified in the Sales Agreement and (ii) in its sole discretion at any time by giving

three (3) days’ prior notice to the Company.

This

description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,

which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The

Class A Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration

statement on Form S-3 (File No. 333-297729) (the “Registration Statement”), which was filed with the Securities

and Exchange Commission (the “SEC”) on July 27, 2026 and was declared effective by the SEC on August 10, 2026.

On September 25, 2026, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with

the offer and sale of the ATM Shares pursuant to the Sales Agreement.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock

nor shall there be any sale of shares of Class A Common Stock in any state or jurisdiction in which such offer, solicitation or sale

would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal

opinion of Winston Taylor LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached

as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

1.1

ATM Sales Agreement, dated as of September 25, 2026, by and among BOXABL, Inc., Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Maxim Group LLC, and Roth Capital Partners, LLC.

5.1

Opinion of Winston Taylor LLP.

23.1

Consent of Winston Taylor LLP (included in the opinion filed as Exhibit 5.1).

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant

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

the undersigned thereunto duly authorized.

BOXABL

Inc.

Dated:

September 25, 2026

By:

/s/

Galiano Tiramani

Name:

Galiano

Tiramani

Title:

Co-Chief

Executive Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

BOXABL

INC.

Class

A Common Stock

(par

value $0.0001 per share)

ATM

Sales Agreement

September

25, 2026

Virtu

Americas LLC

1633

Broadway

New

York, NY 10019

A.G.P./Alliance

Global Partners

590

Madison Avenue

New

York, NY 10022

Cohen

& Company Capital Markets, a division of Cohen & Company Securities, LLC

Columbus Circle, 24th Floor

New

York, New York 10019

Maxim

Group LLC

300

Park Avenue, 16th Floor

New

York, New York 10022

Roth

Capital Partners, LLC

888

San Clemente Drive, Suite 400

Newport

Beach, CA 92660

Ladies

and Gentlemen:

BOXABL

Inc., a Texas corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu

Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC,

Maxim Group LLC and Roth Capital Partners, LLC (each individually, an “Agent” and collectively, the “Agents”)

as follows:

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject

to the conditions set forth herein, it may issue and sell through or to the Agents, as sales agent or principal, shares (the “Placement

Shares”); of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”);

provided however, that in no event shall the Company issue or sell through the Agents such number of Placement Shares that (a)

exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant

to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below)

(the lesser of (a) or (b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate

number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding

anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section

1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company. The issuance

and sale of Placement Shares through the Agents will be effected pursuant to the Registration Statement (as defined below), although

nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares.

The

Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder

(the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration

statement on Form S-3 (File No. 333-297729), including a base prospectus, relating to certain securities including the Placement Shares

to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file

in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange

Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus

Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents,

for use by the Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus

Supplement relating to the Placement Shares. The Company may file one or more additional registration statements from time to time that

will contain a base prospectus and related prospectus or prospectus supplement, if applicable, (which shall be a Prospectus Supplement),

with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective

amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information

contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act

or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement

on Form S-3 filed pursuant to Rule 415(a) under the Securities Act by the Company to cover any Placement Shares, is herein called the

“Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein

by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act

(as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus

Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with

the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein

to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents

incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof

of any document with the Commission incorporated by reference therein (the “Incorporated Documents”).

For

purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall

be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval

System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).

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

it will notify an Agent (the “Designated Agent”) by electronic mail (or other method mutually agreed to in writing

by the parties) of the number of Placement Shares, the time period during which sales are requested to be made, any limitation on the

number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement

Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals

from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule),

and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3

may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and

until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire

amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension

and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions

of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent

in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2.

It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect

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

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

herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement

Notice, the terms of the Placement Notice will control.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, for the period specified in a Placement

Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and

applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (the “Exchange”),

to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The

Designated Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately

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

on such day, the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to such sales,

and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Designated Agent (as

set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice,

the Designated Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as

defined in Rule 415 of the Securities Act. “Trading Day” means any day on which shares of Common Stock are purchased

and sold on the Exchange.

Suspension of Sales. The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence

to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged

by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable

facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend

any sale of Placement Shares (a “Suspension”); provided, however, that such suspension shall not affect or

impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a

Suspension is in effect, any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates,

opinions, or comfort letters to the Agents, shall be waived. Each of the parties agrees that no such notice under this Section 4

shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule

may be amended from time to time.

Sale and Delivery to the Designated Agent; Settlement.

Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions

herein set forth, upon the Designated Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement

Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Designated

Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading

and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement

Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Company acknowledges

and agrees that (i) there can be no assurance that the Designated Agent will be successful in selling Placement Shares, (ii) the Designated

Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any

reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and

sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement Shares

as required under this Agreement and (iii) the Designated Agent shall be under no obligation to purchase Placement Shares on a principal

basis pursuant to this Agreement, except as otherwise agreed by the Designated Agent and the Company.

Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement

Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following

the date on which such sales are made (each, a “Settlement Date”). The Designated Agent shall notify the Company of

each sale of Placement Shares no later than opening day following the Trading Day that the Designated Agent sold Placement Shares. The

amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net

Proceeds”) will be equal to the aggregate sales price received by the Designated Agent, after deduction for (i) the Designated

Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii)

any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically

transfer the Placement Shares being sold by crediting the Designated Agent’s or its designee’s account (provided the Designated

Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading

Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other

means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered

shares in good deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds

to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer

agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of the Designated

Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, it will (i) hold

the Designated Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented

legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)

and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise

have been entitled absent such default.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares

if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement

would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount available

for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued

and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive

committee, and notified to the Designated Agent in writing. Under no circumstances shall the Company cause or request the offer or sale

of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s

board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Designated Agent

in writing.

Sales Through Agents. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement

Shares or any other equity security of the Company shall only be effected by or through an Agent, and only a single Agent, on any single

given date, and in no event shall the Company request that more than one Agent sell Shares on the same day; provided however that (i)

the foregoing limitation shall not apply to (A) exercise of any option, warrant, right or any conversion privilege set forth in the instruction

governing such securities, (B) sales solely to employees, directors or security holders of the Company or its subsidiaries, or to a trustee

or other person acquiring such securities for the accounts of such person and (ii) such limitation shall not apply (A) on any day during

which no sales are made pursuant to this Agreement or (B) during a period in which the Company has notified the Agents that it will not

sell Common Stock under this Agreement and (1) no Placement Notice is pending or (2) after a Placement Notice has been withdrawn.

Representations and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the

Incorporated Documents), the Company represents and warrants to, and agrees with each of the Agents that as of the date of this Agreement

and as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date or time:

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with

the conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and has

been or will be declared effective under the Securities Act. The Prospectus will name the Agents as the agents in the section entitled

“Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending

the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the

offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all

material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration

Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable.

Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference

therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR,

to the Agents and their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion

of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the

Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to

which the Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or

the listing maintenance requirements of the Exchange. The Common Stock is currently quoted on the Exchange under the trading symbol “BXBL.”

The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is

not in compliance with the listing or maintenance requirements of the Exchange. The Company is in compliance with all such listing and

maintenance requirements.

No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform

in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective,

did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof

and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material

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

incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by

reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material

fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under

which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance

upon, and in conformity with, information furnished to the Company by an Agent specifically for use in the preparation thereof.

Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus

or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under

the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will

conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

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

Statement and the Prospectus, together with the related notes and schedules, present fairly, in all material respects, the consolidated

financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations,

cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case

of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and

have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity

with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except

(i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements,

to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial

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

and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and

records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference 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, and the Prospectus which are required to be described in the Registration Statement or Prospectus;

and all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus, if any, regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with

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

Conformity with EDGAR Filing. The Prospectus delivered to the Agents for use in connection with the sale of the Placement Shares

pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing

via EDGAR, except to the extent permitted by Regulation S-T.

Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation

S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”), are,

and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions

of organization. The Company and the 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 and the Prospectus,

except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate,

have a material adverse effect on 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 the consummation

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

Subsidiaries. The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien,

charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries

are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. The Company does not own or control,

directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s

Registration Statement on Form S-4 and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation

S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

No Violation or Default. Neither the Company nor any Subsidiary is (i) in violation of its charter or by-laws or similar organizational

documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in

the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement

or other similar agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary

is bound or to which any of the property or assets of the Company or any Subsidiary is subject; or (iii) in violation of any law or statute

or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of

each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material

Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any Subsidiary

is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by

reference in the Registration Statement and Prospectus, there has not been (i) any Material Adverse Effect, or any development that would

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 the Subsidiaries,

which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock (other than (A)

the grant of additional options under the Company’s existing stock option plans, (B) changes in the number of outstanding Common

Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into,

Common Stock outstanding on the date hereof, (C) as a result of the issuance of Placement Shares, (D) any repurchases of capital stock

of the Company, (E) as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, or (F) otherwise

publicly announced) or outstanding long-term indebtedness of the Company or the 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 incorporated by reference therein).

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

non-assessable and, other than as disclosed in the Registration Statement 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 and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options under the Company’s

existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon

the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) as

a result of the issuance of Placement Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock

conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in

the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated

by the Registration Statement or the Prospectus, the Company does not have outstanding any options to purchase, or any rights or warrants

to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or

sell, any shares of capital stock or other securities.

S-3 Eligibility. (i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto

for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the then applicable requirements

for use of Form S-3 under the Securities Act, including compliance with General Instruction I.B.1 of Form S-3, as applicable. 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 General 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.

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 against the Company in accordance with its 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 and contribution provisions of Section 11 hereof may

be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board

of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor

as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,

encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from

an act or omission of an Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first

refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,

will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator

or any governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement,

and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for such consents, approvals, authorizations,

orders and registrations or qualifications (i) as may be required under applicable state securities laws or by the by-laws and rules

of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange, including any notices that may be required

by the Exchange, in connection with the sale of the Placement Shares by the Agents, (ii) as may be required under the Securities Act

and (iii) as have been previously obtained by the Company.

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities

Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person

any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or

warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock

option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison

pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company

from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act

as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person

has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any

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

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

the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the

date hereof.

Independent Public Accountant. CBIZ CPAs P.C., 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 into

the Registration Statement (the “Accountant”), are and, during the periods covered by their report, were independent

public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). 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”) with respect to the Company.

Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus, other

than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are

legal, valid and binding obligations of the Company and, to the Company’s knowledge, 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, and except for any unenforceability

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

No Litigation. There are no legal or governmental proceedings pending or to the Company’s knowledge, threatened, to which

the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject (i) other than

proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a Material Adverse Effect

on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this

Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration

Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that

are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement

that are not described or filed as required.

Licenses and Permits. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents, orders,

approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state,

local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties

or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the

“Permits”), except where the failure to possess, obtain or make the same would not, individually or in the aggregate,

have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation

or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where

the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect.

No Material Defaults. Neither the Company nor any Subsidiary 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.

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

persons has taken, directly or indirectly, any action designed, or that has constituted or would cause or result in, under the Exchange

Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the

Placement Shares.

Broker/Dealer Relationships. Neither the Company nor any Subsidiary or any related entities (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).

No Reliance. The Company has not relied upon any Agent or legal counsel for the Agents for any legal, tax or accounting advice

in connection with the offering and sale of the Placement Shares.

Taxes. The Company and the 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 do so would not have a Material Adverse Effect. Except as otherwise disclosed in

or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any

Subsidiary 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.

Title to Real and Personal Property. The Company and the Subsidiaries have good and valid title in fee simple to all items of

real property and good and valid title to all personal property described in the Registration Statement or Prospectus as being owned

by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances

and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company

and the Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real property described

in the Registration Statement or Prospectus as being leased by the Company and the Subsidiaries is held by them under valid, existing

and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by

the Company or the Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect.

Intellectual Property. The Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications,

trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet

domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or

unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”),

necessary for the conduct of their respective businesses as conducted as of the date hereof. The Company and the Subsidiaries have not

received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others. There are

no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s

or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents,

patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or

any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or

other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation,

other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim

challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company

or any Subsidiary.

aa.

Compliance with Applicable Laws. Each of the Company’s subsidiaries are conducting business in compliance with all applicable

laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would

not result in a Material Adverse Effect.

bb.

Environmental Laws. The Company and the Subsidiaries (i) are in compliance with any and all applicable federal, state, local and

foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous

or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received

and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their

respective businesses as described in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual

or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants

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

required permits, licenses, other approvals or liability as would not, individually or in the aggregate, have a Material Adverse Effect.

cc.

Disclosure Controls. The Company maintains a system 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.

Since the end of the most recent audited fiscal year, there has been no material weakness in the Company’s internal control over

financial reporting (other than as set forth in the Registration Statement or 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 or the Prospectus). The Company has established disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s

certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior

to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The

Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date, and the “disclosure

controls and procedures” are effective.

dd.

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 during the past 12 months. For purposes of the preceding

sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such

terms in the Exchange Act Rules 13a-15 and 15d-15.

ee.

Finder’s Fees. Neither the Company nor any Subsidiary 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 Agents pursuant to this Agreement.

ff.

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge

of the Company, is threatened which would result in a Material Adverse Effect.

gg.

Investment Company Act. Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the Placement

Shares, will be required to register as 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”).

hh.

Operations. The operations of the Company and the 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 statutes of all jurisdictions to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and

any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction

over the Company (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court

or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering

Laws is pending or, to the knowledge of the Company, threatened.

ii.

Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company,

and/or, to the knowledge of the Company, 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 would affect materially

the Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions

described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of

Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement or the Prospectus which have

not been described as required.

jj.

Underwriter Agreements. Other than with respect to this Agreement and that certain conformation of an OTC Equity Prepaid Forward

Transaction with Atsion Opportunity Fund LLC – Series 2 dated May 26, 2026, the Company is not a party to any agreement with an

agent or underwriter for any other “at the market” or continuous equity transaction.

kk.

ERISA. To the knowledge of the Company, (i) 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 the 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”); (ii) 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 (iii) 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) equals or exceeds the present value of all benefits accrued under such

plan determined using reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii) above, as would not have a Material

Adverse Effect.

ll.

Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus

has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

mm.

Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the

Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of

the Federal Reserve System.

nn.

Insurance. The Company and the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the

Company and the Subsidiaries reasonably believe are adequate for the conduct of their business.

oo.

No Improper Practices. (i) Neither the Company, the Subsidiaries nor any of their respective executive officers 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 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 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, to the Company’s knowledge,

the Subsidiaries or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to

the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Registration

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

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

or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in

the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or material

guarantees of indebtedness by the Company or the Subsidiaries to or for the benefit of any of their respective officers or directors

or any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common

Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the

customer’s or supplier’s level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication

to write or publish favorable information about the Company or the Subsidiaries or any of their respective products or services, and,

(vi) neither the Company nor the Subsidiaries nor any employee or agent of the Company or the Subsidiaries has made any payment of funds

of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including, without

limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be

disclosed in the Registration Statement or the Prospectus.

pp.

Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities

Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

qq.

No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and

as of each Applicable Time (as defined in Section 25 below), did not, does not and will not, through the completion of the Placement

or Placements for which such Issuer Free Writing Prospectus is issued, include any information that conflicted, conflicts or will conflict

with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part

thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer

Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agents specifically for

use therein.

rr.

No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation

of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof 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 court or of any federal, state or other regulatory authority or other government

body having jurisdiction over the Company, except where such violation would not have a Material Adverse Effect.

ss.

OFAC.

(i)

Neither the Company nor any Subsidiary (collectively, the “Entity”) nor any director, officer, employee, agent, affiliate

or representative of the Entity, is a government, individual, or entity (in this paragraph (ss), “Person”) that is,

or is owned or controlled by a Person that is:

(a)

the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury

(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(b)

located, organized or resident in a country or territory that is the subject of Sanctions.

(ii)

The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make available

such proceeds to any subsidiary, joint venture partner or other Person:

(a)

to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding

or facilitation, is the subject of Sanctions; or

(b)

in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

(iii)

The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years,

it has not knowingly engaged in and is not now knowingly engaged in any dealing 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.

tt.

Stock Transfer Taxes. On each Settlement Date, all material stock transfer or other taxes (other than income taxes) which are

required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been,

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

in all material respects.

uu.

IT Systems. (i)(x) To the knowledge of Company, there has been no security breach or other compromise of any Company’s information

technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and

Data”) and (y) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be

expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company is 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 and Data and

to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in

the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented

backup and disaster recovery technology consistent with industry standards and practices.

Any

certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection

with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters

set forth therein.

Covenants of the Company. The Company covenants and agrees with the Agents that:

Registration Statement Amendments. After the date of this Agreement and during any period in which a prospectus relating to any

Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company

will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated

by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent

supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration

Statement or Prospectus related to the Placement or for additional information related to the Placement, (ii) the Company will prepare

and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or

Prospectus that, upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution

of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve

the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties

made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure to

make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company

will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security

convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agents within

a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however, that (A)

the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the

Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation

to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing

does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agents

shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and

the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated

by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will

cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph

of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission

as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement

with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be

made exclusively by the Company).

Notice of Commission Stop Orders. The Company will advise the Agents, promptly after it receives notice or obtains knowledge thereof,

of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,

of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening

of any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order

or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agents promptly after it receives any

request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer

Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related

to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

Delivery of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements

imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports

and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a),

13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration

Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions

of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Agents promptly of all such filings.

If during the Prospectus Delivery Period any event occurs as a result of which the Prospectus as then amended or supplemented would include

an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances then existing, not misleading, or if during such Prospectus Delivery Period it is necessary to amend or supplement the

Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Designated Agent to suspend

the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus

(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that

the Company may delay the filing of any amendment or supplement, if in the judgment of the Company, it is in the best interest of the

Company.

Listing of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to

cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such

jurisdictions in the United States as the Agents reasonably designates and to continue such qualifications in effect so long as required

for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith

to qualify as a foreign corporation or dealer in securities, file a general consent to service of process, or subject itself to taxation

in any jurisdiction if it is not otherwise so subject.

Delivery of Registration Statement and Prospectus. The Company will furnish to the Agents and their counsel (at the reasonable

expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein)

and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus

Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference

therein), in each case as soon as reasonably practicable and in such quantities as the Agents may from time to time reasonably request

and, at the Agents’ request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement

Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus)

to the Agents to the extent such document is available on EDGAR.

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event

not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period

that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

Notice of Other Sales. Without the prior written consent of the Agents (which consent shall not be unreasonably withheld, conditioned,

or delayed), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise

dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable

for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement

Notice is delivered to the Agents hereunder and ending on the Trading Day immediately following the final Settlement Date with respect

to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the

sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly

in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to

sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible

into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement;

provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common

Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any stock option, or benefits

plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend

reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Stock issuable upon conversion of securities

or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR

or otherwise in writing to the Agents, (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and

sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors

conducted in a manner so as not to be integrated with the offering of Common Stock hereby and (iv) Common Stock in connection with any

acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); provided,

further, that notwithstanding the foregoing, the Company shall have the right to appoint one or more additional agents to act as

co-agents for sales of Common Stock under the Company’s at the market offering at any time, subject to entering into a separate

sales agreement with any such co-agent.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agents promptly after

it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect

any opinion, certificate, letter or other document required to be provided to the Agents pursuant to this Agreement.

Due Diligence Cooperation. During the term of this Agreement, the Company will cooperate with any reasonable due diligence review

conducted by the Agents or their representatives in connection with the transactions contemplated hereby, including, without limitation,

providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s

principal offices, as the Agents may reasonably request.

Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall

require, the Company will (i) file a prospectus or prospectus supplement with the Commission under the applicable paragraph of Rule 424(b)

under the Securities Act (each and every date a filing under Rule 424(b) is made, a “Filing Date”), or disclose in

its annual report on Form 10-K or quarterly report on Form 10-Q, within the relevant period, the amount of Placement Shares sold through

the Agents, the Net Proceeds to the Company and the compensation payable by the Company to the Agents with respect to such Placement

Shares, and (ii) in the event the Company files a prospectus or prospectus supplement pursuant to Section 7(k)((i) deliver such number

of copies of each such prospectus or prospectus supplement to each exchange or market on which such sales were effected as may be required

by the rules or regulations of such exchange or market.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company:

(i)

amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares)

the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement

but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement

Shares;

(ii)

files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information

or a material amendment to the previously filed Form 10-K);

(iii)

files its quarterly reports on Form 10-Q under the Exchange Act; or

(iv)

files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant

to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain

properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act;

(Each

date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”)

the

Company shall furnish the Agents (but in the case of clause (iv) above only if any Agent reasonably determines that the information contained

in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(1). The requirement to provide a certificate

under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending,

which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such

calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its

annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if

the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and

did not provide the Agents with a certificate under this Section 7(1), then before the Agents sell any Placement Shares, the Company

shall provide the Agents with a certificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to

the Agents a written opinion and a negative assurance letter of Winston Taylor LLP (“Company Counsel”), or other counsel

reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within five (5)

Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached

hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agents a negative assurance

letter of Company Counsel in form and substance reasonably satisfactory to the Agents; provided that, in lieu of such negative assurance

for subsequent periodic filings under the Exchange Act, counsel may furnish the Agents with a letter (a “Reliance Letter”)

to the effect that the Agents may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent

as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration

Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days after each

subsequent Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants to furnish

the Agents letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements

set forth in this Section 7(n). The Comfort Letter from the Company’s independent accountants shall be in a form and substance

reasonably satisfactory to the Agents, (i) confirming that they are an independent public accounting firm within the meaning of the Securities

Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions

and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort

letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)

and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it

been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented

to the date of such letter.

Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes

or would constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of

Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting

purchases of the Placement Shares other than the Agents.

Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor the

Subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such

term is defined in the Investment Company Act.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agents in their capacity

as agents hereunder pursuant to Section 23, neither of the Agents nor the Company (including its agents and representatives, other

than the Agents in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined

in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement

Shares hereunder.

Sarbanes-Oxley Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal

accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to

the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of

the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s

consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in

accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material

effect on its financial statements. The Company will maintain disclosure controls and procedures that comply with the requirements of

the Exchange Act.

Representations and Covenants of the Agents. Each of the Agents represents and warrants that it is duly registered as a broker-dealer

under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered

and sold, except such states in which such Agent is exempt from registration or such registration is not otherwise required. Each of

the Agents shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and

the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which

it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. Each of the Agents

shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the

issuance and sale through such Agent of the Placement Shares.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including

(i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial

statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number

as the Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agents of this Agreement and such other documents

as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation,

issuance and delivery of the certificates, if any, for the Placement Shares to the Agents, including any stock or other transfer taxes

and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to

the Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented

out-of-pocket fees and disbursements of counsel to the Agents incurred in connection with (a) entering into the transactions contemplated

by this Agreement in an amount not to exceed $75,000 in the aggregate, (b) ongoing diligence arising from the transactions contemplated

by this Agreement in an amount not to exceed $15,000 in the aggregate per calendar quarter in which the Company has issued or intends

to issue a Placement Notice and (c) in connection with a program “refresh”, an amount not to exceed (1) $20,000 in connection

with the filing of a new registration statement and (2) $15,000 in respect of the filing of a new prospectus or prospectus supplement

relating to the Placement Shares and/or an amendment of this Agreement; (vi) the fees and expenses of the transfer agent and registrar

for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii)

the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.

10.

Conditions to the Agents’ Obligations. The obligations of the Agents hereunder with respect to a Placement will be subject

to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations

and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations

hereunder, to the completion by the Agents of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing

reasonable satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions:

Registration Statement Effective. The Registration Statement shall remain effective and shall be available for the sale of all

Placement Shares contemplated to be issued by any Placement Notice.

No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request

for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness

of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement

or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that

purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification

of any of the Placement Shares for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat

to initiate, any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration

Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes

in the Registration Statement, the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement,

it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading and, that in the case of the Prospectus or any material Incorporated Document,

it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein

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

No Misstatement or Material Omission. The Agents shall not have advised the Company that the Registration Statement or Prospectus,

or any amendment or supplement thereto, contains an untrue statement of fact that in the Agents’ reasonable opinion is material,

or omits to state a fact that in the Agents’ reasonable opinion is material and is required to be stated therein or is necessary

to make the statements therein not misleading.

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,

there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading

in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally

recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the

Securities Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance

or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case

of any such action by a Rating Organization described above, in the reasonable judgment of the Agents (without relieving the Company

of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the

offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Company Counsel Legal Opinion. The Agents shall have received the opinion and negative assurance letter of Company Counsel required

to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion and negative assurance letter

are required pursuant to Section 7(m).

Agents Counsel Legal Opinion. The Agents shall have received from Duane Morris LLP, counsel for the Agents, such opinion or opinions,

on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(m), with respect

to such matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request

for enabling them to pass upon such matters.

Comfort Letter. The Agents shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or

before the date on which such delivery of such letter is required pursuant to Section 7(n).

Representation Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 7(1)

on or before the date on which delivery of such certificate is required pursuant to Section 7(1).

Officer’s Certificate. On or prior to the first Representation Date, the Agents shall have received a certificate, signed

on behalf of the Company by one of its executive officers, in form and substance satisfactory to the Agents and their counsel.

No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been

delisted from the Exchange.

Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(1), the Company

shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may reasonably request

and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated

hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.

Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed

prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing

by Rule 424.

Approval for Listing. The Placement Shares shall either have been approved for listing on the Exchange, subject only to notice

of issuance, or the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the

issuance of any Placement Notice.

No Termination Event. There shall not have occurred any event that would permit the Agents to terminate this Agreement pursuant

to Section 13(a).

11.

Indemnification and Contribution.

(a)

Company Indemnification. The Company agrees to indemnify and hold harmless the Agents, their partners, members, directors, officers,

employees and agents and each person, if any, who controls the Agents within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon

any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),

or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer

Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of

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

misleading;

(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 agency or body, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall

not unreasonably be delayed or withheld; and

(iii)

against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of

counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by

any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or

any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out

of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written

information furnished to the Company by any Agent expressly for use in the Registration Statement (or any amendment thereto), or in any

related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(b)

Indemnification by the Agents. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its

directors and officers, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability,

claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue

statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or

in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity

with information relating to such Agent and furnished to the Company in writing by such Agent expressly for use therein.

(c)

Procedure. Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt

of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or

parties under this Section 11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all

papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that

it might have to any indemnified party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified

party under the foregoing provisions of this Section 11 unless, and only to the extent that, such omission results in the forfeiture

of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except

for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified

party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will

be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing

by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses

available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)

a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party

and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf

of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within

a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket

fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the

indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice

in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees,

disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written

invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable

for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written

consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action

or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party is a party thereto),

unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising

out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability

or a failure to act by or on behalf of any indemnified party.

(d)

Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for

in the foregoing paragraphs of this Section 11 is applicable in accordance with its terms but for any reason is held to be unavailable

from the Company or an Agent, the Company and such Agent will contribute to the total losses, claims, liabilities, expenses and damages

(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of,

any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other

than the Agents, such as persons who control the Company within the meaning of the Securities Act or the Exchange Act, officers of the

Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company

and the Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on

the one hand and the Agents on the other hand. The relative benefits received by the Company on the one hand and the Agents on the other

hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses)

received by the Company bear to the total compensation received by the Agents (before deducting expenses) from the sale of Placement

Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law,

the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred

to in the foregoing sentence but also the relative fault of the Company, on the one hand, and such Agent, on the other hand, with respect

to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well

as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to,

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

fact relates to information supplied by the Company or such Agent, the intent of the parties and their relative knowledge, access to

information and opportunity to correct or prevent such statement or omission. The Company and such Agent agree that it would not be just

and equitable if contributions pursuant to this Section 11(d) were to be determined by pro rata allocation or by any other method

of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified

party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section

11(d) shall be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred by

such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section

11(c) hereof. Notwithstanding the foregoing provisions of this Section 11(d), an Agent shall not be required to contribute

any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation. For purposes of this Section 11(d), any person who controls a party to this Agreement within the

meaning of the Securities Act or the Exchange Act, and any officers, directors, partners, employees or agents of an Agent, will have

the same rights to contribution as that party, and each officer who signed the Registration Statement and director of the Company will

have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,

promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be

made under this Section 11(d), will notify any such party or parties from whom contribution may be sought, but the omission to

so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under

this Section 11(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights

or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section

11(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if

such consent is required pursuant to Section 11(c) hereof. The Agents’ respective obligations to contribute pursuant to

this Section 11(d) are several in proportion to the respective number of Placement Shares they have sold hereunder, and not joint.

12.

Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this

Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as

of their respective dates, regardless of (i) any investigation made by or on behalf of the Agents, any controlling persons, or the Company

(or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment

therefor or (iii) any termination of this Agreement.

13.

Termination.

An Agent may terminate this Agreement with respect to itself, by notice to the Company, as hereinafter specified at any time (1) if there

has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material

Adverse Effect, or any development that would have a Material Adverse Effect that, in the sole judgment of such Agent, is material and

adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement

Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial

markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective

change in national or international political, financial or economic conditions, in each case the effect of which is such as to make

it, in the judgment of such Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of

the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading

generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension

of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing,

(5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing,

or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without

liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification

and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;

Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such

termination. If an Agent elects to terminate this Agreement as provided in this Section 13(a), such Agent shall provide the required

notice as specified in Section 14 (Notices).

The Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its

sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section

12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section

19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

Each Agent shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement with respect

to itself in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any

party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and

Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver

of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale

of all of the Placement Shares through the Agents on the terms and subject to the conditions set forth herein except that the provisions

of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and

Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction)

hereof shall remain in full force and effect notwithstanding such termination.

This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or

(d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement

shall in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),

Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial)

and Section 19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement, the Company

shall not have any liability to an Agent for any discount, commission or other compensation with respect to any Placement Shares not

otherwise sold by an Agent under this Agreement. To the extent this Agreement is terminated by one Agent or by the Company with respect

to one Agent pursuant to Sections 13(a), (b) or (c) above, this Agreement shall terminate only with respect to such Agent and shall remain

in full force and effect with respect to the Company and the other Agents, unless and until terminated pursuant to Sections 13(a), (b),

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that

such termination shall not be effective until the close of business on the date of receipt of such notice by an Agent or the Company,

as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares

shall settle in accordance with the provisions of this Agreement.

14.

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the

terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agents, shall be delivered to:

Virtu

Americas LLC

One

Liberty Plaza

1633

Broadway

New

York, NY 10019

Attention:

Virtu Capital Markets

Email:

ATM@virtu.com

A.G.P./Alliance

Global Partners

590

Madison Avenue

New

York, NY 10022

Attention:

Tom Higgins

Email:

atm@allianceg.com

Cohen

& Company Capital Markets, a division of Cohen & Company Securities, LLC

Columbus Circle, 24th Floor

New

York, New York 10019

Attention:

General Counsel

Email:

gc@cohenandcompany.com

Maxim

Group LLC

300 Park Avenue, 16th Floor

New

York, New York 10022

Fax:

(212) 895-3783

Attention:

Bill Vitale and Robert Sayegh

Email:

bvitale@maximgrp.com and rsayegh@maximgrp.com

Roth

Capital Partners, LLC

888

San Clemente Drive, Suite 400

Newport

Beach, CA 92660

Attention:

Capital Markets

Email:

rothecm@roth.com

with

a copy to:

Duane

Morris LLP

Vanderbilt

335

Madison Avenue, 23rd Floor

New

York, NY 10017

Attention:

Dean M. Colucci

Telephone:

(973) 424-2020

Email:

dmcolucci@duanemorris.com

and

if to the Company, shall be delivered to:

BOXABL

Inc.

5345

East North Belt Road

North

Las Vegas, Nevada 89115

Attention:

General Counsel

Email:

legal@boxabl.com

with

a copy to:

Winston

Taylor LLP

800

Capitol Street, Suite 2400

Houston,

Texas 77002

Attention:

Michael Blankenship

Telephone:

(713) 651-2678

Email:

mike.blankenship@winstontaylor.com

Each

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable

facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next

succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on

the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).

For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the

City of New York are open for business.

15.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and each Agent and their

respective successors and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References

to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing

in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors

and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided

in this Agreement. Neither the Company nor the Agents may assign its rights or obligations under this Agreement without the prior written

consent of the other party.

16.

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall

be adjusted to take into account any share consolidation, stock split, stock dividend, corporate domestication or similar event effected

with respect to the Placement Shares.

17.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement

Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof

may be amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the

provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by

a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is

valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or

unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder

of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

18.

GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE

COMPANY AND THE AGENTS EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19.

CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION

CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS

NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM

OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND

CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN

RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE

GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO

SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

20.

Use of Information. The Agents may not use any information gained in connection with this Agreement and the transactions contemplated

by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.

21.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made

by facsimile transmission or email of a .pdf attachment.

22.

Effect of Headings. The section, Schedule and Exhibit headings herein are for convenience only and shall not affect the construction

hereof.

23.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of

each Agent, and each Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made

and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise

constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing

prospectus consented to by the Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing

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

Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements

of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending

and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit

23 hereto are Permitted Free Writing Prospectuses.

24.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

Each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction

contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company

or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,

and the Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement,

irrespective of whether or not any Agent has advised or is advising the Company on other matters, and the Agents have no obligation to

the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement

and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

it is aware that the Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ

from those of the Company and such Agent has no obligation to disclose such interests and transactions to the Company by virtue of any

fiduciary, advisory or agency relationship or otherwise; and

it waives, to the fullest extent permitted by law, any claims it may have against the Agents for breach of fiduciary duty or alleged

breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agents shall not have

any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any

person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company; provided,

however, that this waiver shall not apply to claims arising from the Agent’s gross negligence, willful misconduct or fraud, and

is subject in all cases to the Agents’ obligations under this Agreement and to keep information provided by the Company to the

Agents and their counsel confidential to the extent not otherwise publicly-available.

25.

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable

Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement

Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written

communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt

from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not

reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed,

in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“Rule

172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”

“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

All

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

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

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

Statement or the Prospectus, as the case may be.

All

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

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

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

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

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

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

[Remainder

of the page intentionally left blank]

the foregoing correctly sets forth the understanding between the Company and each of the Agents, please so indicate in the space provided

below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and each of the Agents.

Very

truly yours,

BOXABL

INC.

By:

Name:

Title:

ACCEPTED as of the date first-above written:

VIRTU

AMERICAS LLC

By:

Name:

Title:

A.G.P./ALLIANCE

GLOBAL PARTNERS

By:

Name:

Title:

COHEN

& COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC

By:

Name:

Title:

MAXIM

GROUP LLC

By:

Name:

Title:

ROTH

CAPITAL PARTNERS, LLC

By:

Name:

Title:

[Signature

Page to ATM Sales Agreement]

SCHEDULE

FORM

OF PLACEMENT NOTICE

From:

BOXABL Inc.

To:

[Virtu Americas LLC][A.G.P./Alliance Global Partners][Cohen & Company Capital Markets, a division of Cohen & Company Securities,

LLC][Maxim Group LLC][Roth Capital Partners, LLC]

Attention:

[_____]

Subject:

ATM — Placement Notice

Date:

[●], 20[●]

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the ATM Sales Agreement between BOXABL Inc., a Texas corporation (the “Company”),

and Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen & Company Securities,

LLC, Maxim Group LLC and Roth Capital Partners, LLC (each, an “Agent” and collectively, the “Agents”),

dated September 25, 2026, the Company hereby requests that [identify Designated Agent] sell up to [____] of the Company’s

Common Stock, par value $0.0001 per share, at a minimum market price of $ per share, during the time period beginning [month, day, time]

and ending [month, day, time].

SCHEDULE

Compensation

The

Company shall pay to the Designated Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 3.0%

of the gross proceeds from each sale of Placement Shares.

SCHEDULE

Notice

Parties

The

Company

General Counsel legal@boxabl.com

Virtu Americas LLC

Jeffrey Lumby jlumby@virtu.com

Joshua Feldman jfeldman@virtu.com

Conor Lumby clumby@virtu.com

With a copy to atm@virtu.com

A.G.P./Alliance Global Partners

Thomas J. Higgins thiggins@allianceg.com

With

a copy to atm@allianceg.com

Cohen

& Company Capital Markets, a division of Cohen & Company Securities, LLC

copy to gc@cohenandcompany.com

Maxim Group LLC

Bill Vitale bvitale@maximgrp.com

Robert Sayegh rsayegh@maximgrp.com

Roth Capital Partners, LLC

Lou Ellis LEllis@roth.com

Nazan Akdeniz NAkdeniz@roth.com

Seth Appel SAppel@roth.com

Aaron Marciano AMarciano@roth.com

Marc Lewis MLewis@roth.com

With

a copy to RothECM@roth.com

EXHIBIT

7(1)

Form

of Representation Date Certificate

___________,

20___

This

Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1)

of the ATM Sales Agreement (the “Agreement”), dated September 25, 2026, and entered into between BOXABL Inc. (the

“Company”) and Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division

of Cohen & Company Securities, LLC, Maxim Group LLC and Roth Capital Partners, LLC. All capitalized terms used but not defined herein

shall have the meanings given to such terms in the Agreement.

The

Company hereby certifies as follows:

As of the date of this Certificate (i) the Registration Statement does not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither

the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to

make the statements therein not untrue or misleading for this paragraph 1 to be true.

Each of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date

of this Certificate, true and correct in all material respects.

Except as waived by the Agents in writing, each of the covenants required to be performed by the Company in the Agreement on or prior

to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement,

has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on

or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the

Agreement has been duly, timely and fully complied with in all material respects.

Subsequent to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including

Incorporated Documents, there has been no Material Adverse Effect.

No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for

that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without

limitation, the Commission).

No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Shares

under the securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or

threatened, to the Company’s knowledge or in writing by, any securities or other governmental authority (including, without

limitation, the Commission).

The

undersigned has executed this Representation Date Certificate as of the date first written above.

BOXABL

INC.

By:

Name:

Title:

EXHIBIT

Permitted

Issuer Free Writing Prospectuses

None.

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

800 Capitol St.

Suite 2400

Houston, TX 77002-2925

+1 (713) 651-2600

September

25, 2026

BOXABL,

Inc.

5345

E. N. Belt Road

Las

Vegas, Nevada 89115

Re:

ATM Sales Agreement

Ladies

and Gentlemen:

have acted as counsel to BOXABL, Inc., a Texas corporation (the “Company”), in connection with an “at-the-market”

equity offering by the Company pursuant to which the Company intends to issue and sell shares (the “Shares”) of its Class

A common stock, par value $0.0001 per share (the “Common Stock”), up to a maximum aggregate offering amount of $100,000,000,

which may be issued pursuant to (i) that certain ATM Sales Agreement, dated as of September 25, 2026 (the “Sales Agreement”),

by and among the Company, Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen

& Company Securities, LLC, Maxim Group LLC, and Roth Capital Partners, LLC, (ii) the shelf registration statement on Form S-3, as

amended, originally filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2026 (File No. 333-297729)

(the “Registration Statement”) and (iii) the prospectus supplement filed with the SEC on September 25, 2026 (the “Prospectus

Supplement”). We understand that the Shares are to be offered and sold by the Company in the manner described in the Prospectus

Supplement. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under

the Securities Act of 1933, as amended (the “Securities Act”).

rendering the opinion set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments

and other documents that we considered necessary or appropriate as a basis for the opinion, including (i) the Registration Statement,

(ii) the Prospectus Supplement, (iii) the Sales Agreement, (iv) resolutions adopted by the board of directors of the Company on September

25, 2026, (v) the Amended and Restated Certificate of Formation of the Company and the Second Amended and Restated Bylaws of the

Company, in each case, as in effect on the date hereof, (vi) a certificate of good standing from the Secretary of State of the State

of Texas as to the Company, dated as of a recent date, (vii) an officer’s certificate, dated as of September 25, 2026, and

(viii) such other laws, records, documents, certificates, opinions, and instruments as we have deemed necessary to render this opinion.

our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all

documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and that the

Sales Agreement constitutes the valid and binding obligation of each party thereto (other than the Company) enforceable against each

such party in accordance with its terms. As to any facts material to this opinion that we did not independently establish or verify,

we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based

upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares

have been duly authorized and, when the Shares are delivered against payment of the agreed consideration therefor in accordance with

the Sales Agreement, the Shares will be validly issued, fully paid and nonassessable.

The

foregoing opinion is limited to the Texas Business Organizations Code, as currently in effect. We express no opinion with respect to

any other laws, statutes, regulations or ordinances.

hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission

on September 25, 2026 and its incorporation by reference into the Registration Statement and to the reference to our firm under

the caption “Legal Matters” in the Prospectus Supplement included in the Registration Statement. In giving such consent,

we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent

is required by Section 7 of the Securities Act.

Very

truly yours,

/s/

Winston Taylor LLP

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Sep. 25, 2026

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