Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-034862

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

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8-K

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2026-07-27

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2026-07-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

8-K

Current

Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

Date

of Report (Date of earliest event reported): July 27, 2026

Ocean

Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-33417

(Commission

File Number)

22-2535818

(I.R.S. Employer

Identification No.)

Engelhard Drive, Suite B Monroe Township, New Jersey

(Address

of principal executive offices)

08831

(Zip

Code)

(609)

730-0400

(Registrant’s telephone number, including area code)

Check

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

any of the following provisions (see General Instruction A.2. below):

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol (s)

Name

of each exchange on which registered

Common

Stock, $0.001 Par Value

OPTT

NYSE

American

Series

A Preferred Stock Purchase Right

N/A

NYSE

American

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01

Entry

into a Material Definitive Agreement.

July 27, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an at the market offering agreement with

H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell shares of its common stock,

par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000 (the “Shares”),

to or through Wainwright, as sales agent (the “Sales Agreement”), from time to time, in an “at the market offering”

(as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the “ATM Offering”).

may be sold in the ATM Offering by any method deemed to be an “at the market offering.” Under the Sales Agreement, Wainwright

will also be able to sell shares of Common Stock by any other method permitted by law, including sales made directly on or through NYSE

American, the existing trading market for our common stock, or any other existing trading market in the United States for our common

stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated

transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Upon delivery of

a placement notice and subject to the terms and conditions of the Sales Agreement, Wainwright is required to use its commercially reasonable

efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules

of the NYSE American to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size

limits specified by the Company. Wainwright is not under any obligation to purchase any of the Shares on a principal basis pursuant to

the Sales Agreement, except as otherwise agreed by Wainwright and the Company in writing and expressly set forth in a separate terms

agreement. Wainwright’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of a number of certain

conditions that we must meet. The Company is not obligated to make any sales of Shares under the Sales Agreement and any determination

by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs.

The

Company will pay Wainwright commissions for its services in acting as its sales agent in the sale of the Shares pursuant to the Sales

Agreement. Wainwright is entitled to compensation at a commission rate of 3.00% of the aggregate gross proceeds from the sale of the

Shares on the Company’s behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties and covenants

that are customary for transactions of this type. In addition, the Company has provided Wainwright with customary indemnification and

contribution rights. The Company has also agreed to reimburse Wainwright for certain specified expenses, including the expenses of counsel

to Wainwright in an amount not to exceed $50,000, in addition to fees for periodic diligence updates. The offering of the Shares pursuant

to the Sales Agreement will terminate upon the termination of the Sales Agreement by Wainwright or the Company, as permitted therein.

The

Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275843), filed

with the Securities and Exchange Commission (the “SEC”) on December 1, 2023, and declared effective by the SEC on December

12, 2023. The Company filed a prospectus supplement, dated July 27, 2026, with the SEC in connection with the offer and sale of

the Shares pursuant to the Sales Agreement.

The

foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which

is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference. A copy of the legal opinion and consent of

Porter Hedges LLP relating to the Shares being offered is attached hereto as Exhibit 5.1.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement,

nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits

*5.1

Opinion of Porter Hedges LLP.

*10.1

The Market Offering Agreement, dated July 27, 2026, by and between Ocean Power Technologies, Inc. and H.C. Wainwright &

Co., LLC.

*23.1

Consent of Porter Hedges LLP (included in Exhibit 5.1).

104

Cover

Page Interactive Data file (embedded within the Inline XBRL document).

Filed herewith.

SIGNATURE

Pursuant

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

the undersigned thereunto duly authorized.

OCEAN POWER TECHNOLOGIES, INC.

Dated: July 27, 2026

/s/ Philipp Stratmann

Philipp Stratmann

President and Chief Executive Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

1000

Main Street, 36th Floor

Houston,

Texas 77002

Telephone

{713} 226-6000

Telecopier

{713} 228-1331

porterhedges.com

July 27, 2026

014660/0011

Ocean Power Technologies, Inc.

28 Engelhard Drive, Suite B

Monroe Township, New Jersey 08831

Ladies

and Gentlemen:

have acted as counsel to Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), in connection

with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a prospectus

supplement (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Act”),

related to the Company’s shelf registration statement on Form S-3 (Registration No. 333-275843) (as amended, the “Registration

Statement”). The Prospectus Supplement relates to the issuance by the Company of up to $20,000,000 of shares (the “Shares”)

of common stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to the terms of an

At The Market Offering Agreement dated July 27, 2026 between the Company and H.C. Wainwright & Co., LLC (the “Agreement”).

Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.

For

purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the Certificate

of Incorporation and Amended and Restated Bylaws, each as amended to date, of the Company; (ii) the Registration Statement; (iii) the

Prospectus Supplement; and (iv) the corporate records of the Company, including minute books of the Company, certificates of public officials

and of representatives of the Company, statutes and other instruments and documents as we considered appropriate for purposes of the

opinions hereafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials

with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed

that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete,

that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted

to us was accurate and complete.

making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the

legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to

the original documents of all documents submitted to us as copies thereof.

Based

on the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that, when (i)

the Prospectus Supplement has been delivered and filed as required by such laws; (ii) the board of directors of the Company has taken

all necessary corporate action to authorize the issuance of the Shares and related matters; and (iii) the certificates for the Shares

have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered against payment therefor in accordance

with the Agreement, then the Shares will be validly issued, fully paid and nonassessable.

The

opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the federal securities laws of the

United States of America.

hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K. We also consent to the

references to our Firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not

hereby admit we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the

Commission thereunder.

Very

truly yours,

/s/

Porter Hedges LLP

PORTER

HEDGES LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

Ocean

Power Technologies, Inc.

Common

Stock

(par

value $0.001 per share)

Market Issuance Sales Agreement

July 27, 2026

H.C.

Wainwright & Co., LLC

430

Park Avenue

New

York, New York 10022

Ladies

and Gentlemen:

Ocean

Power Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)

with H.C. Wainwright & Co., LLC (the “Agent”) 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 the Agent, shares (the “Placement Shares”) of the

Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in

no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the dollar amount of

shares 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), or (c) exceeds the number

of authorized but unissued shares of Common Stock or (d) exceeds the number or dollar amount of shares of Common Stock that would

cause the Company or the offering of the Placement Shares to not satisfy the eligibility and transaction requirements for use of

Form S-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3 (the lesser of (a), (b), (c)

and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto

agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares

issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation

in connection with such compliance. The issuance and sale of Placement Shares through the Agent 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 date of this Agreement, the Company has filed, or will file, 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. 333-275843) (the

“Current Registration Statement”), including a base prospectus (the “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 (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a

prospectus or a prospectus supplement to the Base Prospectus included as part of the Current Registration Statement,

which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the

“Prospectus Supplement”). The Company will furnish to the Agent, for use by such Agent, copies of the Base

Prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the

Placement Shares to be issued from time to time by the Company. 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(s) or 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)(6) under the Securities Act by the

Company to cover any securities registered pursuant the Registration Statement, including any Placement Shares, as a result of the

end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration

Statement.” The base prospectus or base prospectuses with respect to the Placement Shares, including all documents

incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the

Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been

filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued

Issuer Free Writing Prospectus(es) (defined below), 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 or deemed 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 deemed to be 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 the Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement Shares

to be sold, 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 2 (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 Agent set forth on Schedule 2, as such Schedule 2 may be amended from

time to time. Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be

effective immediately upon receipt by the Agent unless and until (i) the 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, 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 Agent in connection with the sale of the Placement

Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that

neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless

and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the

terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of

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 Agent.

Subject

to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 NYSE American (the “Exchange”), to sell the Placement Shares up to the amount specified

in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company

no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales

of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company

to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company,

with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives

from such sales. Subject to the terms of a Placement Notice, the Agent agrees that all sales of the Placement Shares by the Agent

will be made only by methods permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4)

of the Securities Act. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted

by law, including but not limited to privately negotiated transactions or sales made directly on or through the Exchange, or

any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale

or at prices related to such prevailing market prices and/or any other method permitted by law with the Company’s consent.

The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend

the offering of the Placement Shares for any reason and at any time, provided that such suspension shall not affect or impair the

parties’ respective obligations with respect to the Placement Shares sold hereunder prior to the giving of such notice. “Trading

Day” means any day on which Common Stock is purchased and sold on the Exchange.

For

such time as the Agent is actively offering Placement Shares pursuant to this Agreement, the Agent shall not for its own account

engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent does not

own for the account of the Agent or any sale which is consummated by the delivery of a security of the Company borrowed by, or for

the account of, the Agent, or (iii) any market making, bidding, purchasing, stabilization or other trading activity with regard to

the Common Stock or related derivative securities, or attempting to induce another person to do any of the foregoing, if such activity

would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act.

Suspension

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

of the individuals of the other party set forth on Schedule 2, 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 2), suspend

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

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

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

of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under

this Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule

2 hereto and acknowledged in accordance with this Section 4, as such Schedule may be amended from time to time.

Sale

and Delivery to the 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 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 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 Agent will be successful in selling Placement Shares, (ii) the Agent will

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

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

and applicable law and regulations and the rules of the Exchange to sell such Placement Shares as required under this Agreement and

(iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except

as otherwise agreed by the 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 any shorter settlement cycle as may be in effect pursuant to Rule 15c6-1

under the Exchange Act) following the date on which such sales are made (each, a “Settlement Date”). The amount

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

will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount

or other compensation for such sales payable by the Company pursuant to Section 2 hereof, 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 Agent’s or its designee’s account (provided that the Agent

shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository

Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery

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

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

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

applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of the 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 Agent harmless

against any loss, claim, damage, or 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 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 gross sales proceeds or 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 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 Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount

of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.

Sales

Through Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Stock or

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

date; 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 or (B) sales solely to employees, directors, consultants 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 Agent 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),

or except as specifically disclosed in a subsequent SEC Report (but excluding any disclosures of risks set forth under the heading

“Risk Factors,” disclosures of risks set forth in any “forward-looking statements” disclaimer or in any other

statements that are similarly cautionary or predictive in nature), the Company represents and warrants to, and agrees with the Agent

that as of the date of this Agreement and as of each Applicable Time (as defined below), unless such representation, warranty or

agreement specifies a different date or time:

Registration

Statement and Prospectus. The Company and the transactions contemplated by this Agreement, meet the requirements for and comply

with the applicable conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed, or will

be filed, with the Commission, and (i) as of the date of this Agreement, the Company has no reason to believe that it shall not be

declared effective under the Securities Act, or (ii) as of any Applicable Time after the date of this Agreement, has been declared

effective under the Securities Act. The Prospectus Supplement names H.C. Wainwright & Co., LLC as the Agent in the section entitled

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

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

and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act, at

the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with said Rule. Any statutes,

regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to

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

and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on

or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Agent and its counsel. The Company

has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement

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

Registration Statement (once effective) and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the

Agent has consented, any such consent not to be unreasonably withheld, conditioned or delayed. The Common Stock is currently listed

on the Exchange under the trading symbol “OPTT.” The Company has not 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 has no reason to

believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment

or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects

with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date,

will conform in all material respects with the requirements of the Securities Act. The Registration Statement, 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 the Agent’s Information.

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. No stop order suspending the

effectiveness of the Registration Statement, or the use of the Prospectus has been issued, and no proceeding for any such purpose

is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement,

“free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Subsidiaries.

None of the Subsidiaries (as defined in Section 25 below) is a “significant subsidiary” as defined in Rule 1-02(w)

of Regulation S-X promulgated under the Securities Act. If the Company has no “significant subsidiaries”, all other references,

except as set forth in this Section 6(d), to the Subsidiaries or any of them in this Agreement shall be disregarded. No Subsidiary

owns any material assets or incurs any material liabilities.

Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary

is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other

organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property

owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may

be, could not have or reasonably be expected to result in a Material Adverse Effect (as defined in Section 25 below) and no

proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such

power and authority or qualification.

Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company

and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part

of the Company and no further action is required by the Company, the board of directors or the Company’s stockholders in connection

herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Incorporated

Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered

in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against

the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,

reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)

as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)

insofar as indemnification and contribution provisions may be limited by applicable law.

Conflicts. Except as set forth in the SEC Reports (as defined below), the Registration Statement or the Prospectus, the execution,

delivery and performance by the Company of this Agreement, the issuance and sale of the Placement Shares and the consummation by

it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s

or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)

conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result

in the creation of any Lien (as defined in Section 25 below) upon any of the properties or assets of the Company or any Subsidiary,

or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with

or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary

debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of

the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation

of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to

which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property

or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could

not have or reasonably be expected to result in a Material Adverse Effect.

Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice

to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person,

as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”)

in connection with the execution, delivery and performance by the Company of this Agreement, other than such as have been obtained

or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state

securities or blue sky laws, FINRA or the Trading Market (as defined in Section 25 below) (collectively, the “Required

Approvals”).

Issuance

of Placement Shares. The Placement Shares are duly authorized and, when issued and paid for in accordance with this Agreement,

will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The holders of

the Placement Shares will not be subject to personal liability by reason of being such holders. The Placement Shares are not and

will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted

by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Placement Shares has been

duly and validly taken. The Placement Shares conform in all material respects to all statements with respect thereto contained in

the Registration Statement.

Capitalization.

The capitalization of the Company is as set forth in the SEC Reports. Except as set forth in the SEC Reports, the Company has not

issued any capital stock other than pursuant to the exercise of employee stock options under the Company’s stock option plans,

the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to

the conversion and/or exercise of Common Stock Equivalents (as defined in Section 25 below) outstanding as of such date. No

Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions

contemplated by this Agreement, except for such rights as have been waived. Except as a result of the purchase and sale of the Placement

Shares and as otherwise set forth in the Registration Statement and the SEC Reports, there are no outstanding options, warrants,

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

convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common

Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to

issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth in the Registration Statement and Prospectus,

the issuance and sale of the Placement Shares will not obligate the Company to issue shares of Common Stock or other securities to

any Person. Except as set forth in the SEC Reports, the Registration Statement or the Prospectus, there are no outstanding securities

or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price

of such security or instrument upon an issuance of securities by the Company or any Subsidiary. All of the outstanding shares of

capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with

all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar

rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements

relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the Company’s securities

were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based

in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval

or authorization of any stockholder, the board of directors or others is required for the issuance and sale of the Placement Shares.

Except as set forth in the Registration Statement and the SEC Reports, there are no stockholders agreements, voting agreements or

other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of

the Company, between or among any of the Company’s stockholders.

SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to

be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for

the preceding two years (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and any Prospectus

Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid

extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except as could

not have or reasonably be expected to result in a Material Adverse Effect. As of their respective dates, the SEC Reports complied

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,

when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or

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

financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements

and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during

the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes

thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all

material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the

results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments. The agreements and documents described in the Registration Statement, the Prospectus, any Prospectus

Supplement and the SEC Reports conform to the descriptions thereof contained therein and there are no agreements or other documents

required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus,

any Prospectus Supplement or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have

not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a

party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus, or

the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company,

is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge,

the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution

provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive

and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any

proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company

nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s

knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder.

To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments

will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency

or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,

those relating to environmental laws and regulations.

Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included

within the SEC Reports, except as specifically disclosed in a subsequent SEC Report, (i) there has been no event, occurrence or development

that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities

(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent

with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP

or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has

not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any

agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer,

director or Affiliate, except pursuant to existing Company stock option plans and (vi) no officer or director of the Company has

resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential

treatment of information. Except for the issuance of the Placement Shares contemplated by this Agreement, no event, liability, fact,

circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company

or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be

required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that

has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made. Unless otherwise

disclosed in an SEC Report, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent,

for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.

Litigation.

Except as specifically disclosed in a subsequent SEC Report, there is no action, suit, inquiry, notice of violation, proceeding or

investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of

their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,

state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality,

validity or enforceability of any of the Agreement or the issuance of the Placement Shares or (ii) could, if there were an unfavorable

decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any

director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal

or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is

not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer

of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement

filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the

Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any

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

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

in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its

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

all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions

of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company

or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit

agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or

not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or

other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably

be expected to result in a Material Adverse Effect.

Regulatory

Permits. The Company and the Subsidiaries possess all licenses, certificates, authorizations, registrations and permits issued

by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory

authorities that are necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to

possess such permits could not reasonably be expected to result in a Material Adverse Effect (each, a “Material Permit”),

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

invalidation or termination of any Material Permit. The disclosures in the Registration Statement concerning the effects of Federal,

State, local and all foreign regulation on the Company’s business as currently contemplated are correct in all material respects.

Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights

to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the Subsidiaries,

in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not

materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens

for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP, and the

payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company

and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries

are in compliance.

Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark

applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights

and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and

which the failure to do so could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).

None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property

Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from

the date of this Agreement. For clarity and avoidance of doubt, an application that is abandoned in favor of a continuation or divisional

application pursuing the same of similar subject matter as the parent application shall not be considered an abandonment or termination

of Intellectual Property Rights. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial

statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property

Rights violate or infringe upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights

are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and

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

properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

Insurance.

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

in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,

but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that

it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from

similar insurers as may be necessary to continue its business without a significant increase in cost.

Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any

Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any

transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,

agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property

to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any officer,

director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has

a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other

than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the

Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

Sarbanes-Oxley;

Internal Accounting Controls. The Company is in compliance in all material respects with any and all applicable requirements

of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated

by the Commission thereunder that are effective as of the date hereof and as of the Applicable Time. Except as set forth in the Registration

Statement and Prospectus, 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. Except as set forth in the Registration Statement and Prospectus, the Company has established disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and

procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

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

as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the

certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation

Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined

in the Exchange Act) of the Company that have materially affected, or are reasonably likely to materially affect, the internal control

over financial reporting of the Company.

Certain

Fees. Except as set forth in the Prospectus, no brokerage or finder’s fees or commissions are or will be payable by the

Company, or any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by this Agreement. There are no other arrangements,

agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Agent’s

compensation, as determined by FINRA. The Company has not made any direct or indirect payments (in cash, securities or otherwise)

to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the

Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any

person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve months prior

to the Execution Date. None of the net proceeds of the Placement Shares will be paid by the Company to any participating FINRA member

or its affiliates, except as specifically authorized herein.

Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities will not

be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Company shall conduct its affairs in such a manner so as to reasonably ensure that it will not 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

of 1940, as amended.

Registration

Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company to effect the registration

under the Securities Act of any securities of the Company.

Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has

taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such

registration. Except as set forth in the Registration Statement or the Prospectus, the Company has not, in the 12 months preceding

the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect

that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as set forth in

the Registration Statement or the Prospectus, the Company is, and has no reason to believe that it will not in the foreseeable future

continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic

transfer through DTC or another established clearing corporation and the Company is current in payment of the fees of DTC (or such

other established clearing corporation) in connection with such electronic transfer.

Application

of Takeover Protections. The Company and the board of directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its

state of incorporation that is or could become applicable as a result of the Agent and the Company fulfilling their obligations or

exercising their rights under this Agreement.

aa.

Disclosure;

10b-5. The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules

as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time

it became effective, including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under

the Securities Act, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations

under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any 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, as of its respective date, complies in all material respects with the Securities Act and the Exchange Act and the

applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof

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

of the circumstances under which they were made, not misleading. The SEC Reports incorporated by reference in the Prospectus, if

any, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the

applicable rules and regulations, and none of such documents, if any, when they were filed with the Commission, contained any untrue

statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, if

any, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange

Act and the applicable rules and regulations, as applicable, and will not contain any 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.

No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,

individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.

There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have

not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no

contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration

Statement, which have not been described or filed as required.

bb.

Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly

or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would

cause this offering of the Placement Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder

approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

cc.

Solvency.

Based on the consolidated financial condition of the Company as of the Applicable Time, after giving effect to the receipt by the

Company of the proceeds from the sale of the Placement Shares hereunder, (i) the fair saleable value of the Company’s assets

exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities

(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital

to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular

capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability

thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate

all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect

of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay

such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company

has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under

the bankruptcy or reorganization laws of any jurisdiction within one year from the date hereof. The SEC Reports set forth all outstanding

secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.

dd.

Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and

all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material

taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any

material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary

know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as

part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods

to and including the dates of such consolidated financial statements. The term “taxes” mean all federal, state, local,

foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,

service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits,

customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties,

additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,

statements, and other documents required to be filed in respect to taxes.

ee.

Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or

other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment

to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate

funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its

behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the

Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). The Company has taken reasonable steps to ensure

that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the FCPA.

ff.

Accountants.

To the knowledge and belief of the Company, the Company Auditor is an independent registered public accounting firm as required by

the Exchange Act. The Company Auditor has not, during the periods covered by the financial statements included in the Prospectus,

provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act. “Company Auditor”

means Baker Tilly US, LLP, with offices located at 14555 Dallas Parkway, Suite 300, Dallas, Texas 75254.

gg.

Reserved.

hh.

Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,

agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office

of Foreign Assets Control of the U.S. Treasury Department.

ii.

U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the

meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Agent’s

request.

jj.

Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act

of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or

indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or

more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the

Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or

any entity that is subject to the BHCA and to regulation by the Federal Reserve.

kk.

Money

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

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (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 or any Subsidiary,

threatened.

ll.

FINRA

Affiliation. To its knowledge, no officer, director or any beneficial owner of 5% or more of the Company’s unregistered

securities has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules

and regulations of FINRA) that is participating in the Offering. The Company will advise the Agent and counsel for the Agent if it

learns that any officer, director or owner of 5% or more of the Company’s outstanding shares of Common Stock or Common Stock

Equivalents is or becomes an affiliate or associated person of a FINRA member firm.

mm.

Board

of Directors. The board of directors is comprised of the persons set forth in the SEC Reports. The qualifications of the persons

serving as board members and the overall composition of the board of directors comply with the Sarbanes-Oxley Act of 2002 and the

rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the board of directors

qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated

thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the board of directors

qualify as “independent” as defined under the rules of the Trading Market.

nn.

Compliance

with Privacy Laws; Cybersecurity. Except as would not reasonably be expected to have a Material Adverse Effect, the Company (i)

has operated its business in a manner compliant with all United States federal, state, and local, and non-United States, privacy,

data security, and data protection laws and regulations applicable to the Company’s collection, use, transfer, protection,

disposal, disclosure, handling, storage, and analysis of data that is defined as “personal data” under applicable law

(“Personal Data”), (ii) has been and is in compliance with its internal policies and procedures designed to ensure

the integrity and security of the Personal Data collected, handled or stored by the Company in connection with its business, (iii)

has been and is in compliance with its internal policies and procedures designed to ensure compliance with, to the extent applicable

to the Company, health care laws that govern privacy and data security and takes, and has taken, reasonably appropriate steps designed

to assure its compliance with such policies and procedures. Except as would not reasonably be expected to have a Material Adverse

Effect, the Company has taken reasonable steps to maintain the confidentiality of its Personal Data, protected health information,

consumer information, and other confidential information of the Company and any third parties in the possession and control of the

Company (“Sensitive Company Data”). Except as would not reasonably be expected to have a Material Adverse Effect,

the Company’s tangible or digital information technology systems (including computers, screens, servers, workstations, routers,

hubs, switches, networks, data communications lines, technical data and hardware), software, websites, applications and telecommunications

systems (the “Company IT Assets”) are adequate in capacity and operation for, in accordance with their documentation

and functional specifications, the business of the Company as now operated as described in the Registration Statement and the Prospectus,

free and clear of all Trojan horses, time bombs, malware, and other bugs, errors, or defects that, in each case, create material

risk of a security breach with respect to such Company IT Assets or Sensitive Company Data processed thereon. Except as would not

reasonably be expected to have a Material Adverse Effect, the Company has used reasonable efforts to establish, and has established,

commercially reasonable disaster recovery and security plans, procedures and facilities for the business of the Company consistent

with industry standards and practices, including, without limitation, for the Company IT Assets and Sensitive Company Data held or

used by the Company. Except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Company’s knowledge,

the Company has not suffered or incurred any security breaches, compromises or incidents with respect to any Company IT Asset or

Sensitive Company Data and (ii) to the Company’s knowledge, there has been no unauthorized or illegal use of, or access to,

any Company IT Asset or Sensitive Company Data by any unauthorized third party. Except as would not reasonably be expected to have

a Material Adverse Effect, to the Company’s knowledge, the Company has not been required to notify any individual of any information

security breach, compromise or incident involving Sensitive Company Data.

oo.

Underwriter

Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”

or continuous equity transaction.

pp.

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.

qq.

Reserved.

rr.

Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic

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

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

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

orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);

(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their

respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in

each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,

a Material Adverse Effect.

ss.

Reserved.

tt.

Consents

and Permits. The Company and the Subsidiaries have made all filings, applications and submissions required by, and possess and

are operating in compliance in all material respects with all approvals, licenses, certificates, certifications, clearances, consents,

grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign

Governmental Authority necessary for the ownership or lease of their respective properties or to conduct their businesses as described

in the Registration Statement or the Prospectus (collectively, “Permits”), except for such Permits the failure

of which to possess, obtain or file would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure

to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of

the Permits are valid and in full force and effect, except where any invalidity would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice relating

to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, if the subject of

an unfavorable decision, ruling or finding, would reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary

course. The Company and each Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate

state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company

nor any Subsidiary has received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation

or modification of, or non-compliance with, any such certificate, authorization or permit which, if the subject of an unfavorable

decision, ruling or finding, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The

Company has not applied for “approved enterprise”, “benefited enterprise” or “preferred enterprise”

status with respect to any of the Company’s facilities or operations.

uu.

Regulatory

Filings. Neither the Company nor any of the Subsidiaries has failed to file with the applicable Governmental Authority any required

filing, declaration, listing, registration, report or submission, except for such failures that would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect. All such filings, declarations, listings, registrations, reports

or submissions were in substantial compliance with applicable Laws when filed and no deficiencies have been asserted by any applicable

regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for

any deficiencies that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Any

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

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

forth therein.

Covenants

of the Company. The Company covenants and agrees with the Agent 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 Agent 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 Agent 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 Agent’s request, any amendments or supplements to the Registration Statement

or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of

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

relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and

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

the failure 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 (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of

time before the filing and the Agent has not reasonably objected thereto within two (2) Business Days (as defined below) (provided,

however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability

hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement

and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity

to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided,

further, that the only remedy the Agent 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 Agent 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 Agent, promptly after it receives notice or obtains knowledge thereof,

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

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

threatening of any proceeding for any such purpose; and it will promptly use its reasonable best efforts to prevent the issuance

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

it receives any request by the Commission for any amendments to the Registration Statement or any 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 use its commercially reasonable efforts

to 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 Agent 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 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 reasonable best 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 Agent 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 or file a general consent to service of process in any jurisdiction.

The Company will reserve, from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to

this Agreement based on the assumed price per share in the Prospectus.

Delivery

of Registration Statement and Prospectus. The Company will furnish to the Agent and its 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 Agent may from time to time reasonably request

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

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

Prospectus) to the Agent to the extent such document is available on EDGAR.

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 Agent, the Company will not, directly or indirectly, offer to sell,

sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered

pursuant to this Agreement) or securities convertible into or exchangeable 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 Agent hereunder and

ending on the second (2nd) 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 be required in connection with the Company’s issuance or sale of (i) Common

Stock, restricted stock units, options to purchase Common Stock or Common Stock issuable upon the exercise of options or conversion

of restricted stock units pursuant to any employee or director stock or benefits plan, stock ownership plan or dividend reinvestment

plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now

in effect or hereafter implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options

or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the

Agent; (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).

Change

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

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

any opinion, certificate, letter or other document required to be provided to the Agent 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 Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation,

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

principal offices, as the Agent may reasonably request.

Required

Filings Relating to Placement of Placement Shares. To the extent that the filing of a prospectus supplement with the Commission

with respect to a placement of Placement Shares becomes required under Rule 424(b) under the Securities Act, the Company agrees that

on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the

applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”),

which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the

Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii)

deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as

may be required by the rules or regulations of such exchange or market; provided that the Company may satisfy its obligations under

this Section 7(k) by making a filing in accordance with the Exchange Act including such information.

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 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 Agent (but in the case of clause (iv) above only if the 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(l). The requirement to provide

a certificate under this Section 7(l) 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 Agent with a certificate under this Section 7(l), then before the Agent sells any Placement Shares, the

Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement

Notice.

Legal

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

Agent a legal opinion and a negative assurance letter of Porter Hedges LLP (“Company Counsel”), or other counsel

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

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

attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company

shall cause to be furnished to the Agent written opinion and a negative assurance letter of Company Counsel in form and substance

previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;

provided that, in lieu of such opinion and negative assurance for subsequent periodic filings under the Exchange Act, Company

Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinions and 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 accountant to furnish

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

requirements set forth in this Section 7(n); provided, that if requested by the Agent, the Company shall cause a Comfort Letter

to be furnished to the Agent within five (5) Trading Days of such request following the date of occurrence of any restatement of

the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form

and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the

meaning of the Securities Act and 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 accountant’s “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. In addition, on or prior to the date of the first Placement Notice given hereunder and within five (5)

Trading Days after each subsequent Representation Date, the Company shall cause its Chief Financial Officer to furnish the Agent

a certificate of its Chief Financial Officer in form and substance satisfactory to the Agent.

Market

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

or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any

compensation for soliciting purchases of the Placement Shares other than the Agent.

Investment

Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not 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.

Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in their capacity

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

other than the Agent 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 use commercially reasonable efforts to maintain such controls and other procedures,

including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder

that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under

the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules

and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by

the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s

management, including its principal executive officer and principal financial officer, or persons performing similar functions, as

appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to the Company

is made known to them by others within those entities, particularly during the period in which such periodic reports are being prepared.

Representations

and Covenants of the Agent. The Agent 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 the Agent is exempt from registration or such registration is not otherwise required. The Agent 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. The Agent shall comply with all applicable

law and regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement,

including the issuance and sale through the 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 Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such

other documents as may be reasonably required in connection with the offering, purchase, sale, issuance or delivery of the Placement

Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including

any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or

delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to

the Company, (v) the fees and disbursements of counsel to the Agent of: (1) up to $50,000 payable upon execution of this Agreement,

(2) up to $25,000 for any program “refresh” executed pursuant to this Agreement (which shall mean the filing of a new

registration statement, prospectus or prospectus supplement relating to the Placement Shares and/or an amendment of this Agreement),

and (3) up to $3,500 for each calendar quarter for expenses associated with ongoing due diligence; provided no such payment shall

be required in any calendar quarter in which amounts pursuant to subsection (v)(2) of this Section 9 have been paid by the Company;

(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 Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing

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

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

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

reasonable satisfaction (or waiver the Agent in its sole discretion) of the following additional conditions:

Registration

Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement

Shares contemplated to be issued by any Placement Notice.

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 which have not, as of the time of such Placement, been so made; (ii) the issuance by the Commission or

any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or

the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension

of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation

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

the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference

untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus or documents

so that, in the case of the Registration Statement, it will not contain 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, 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, which changes shall not as of the time of such Placement have been so made.

Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus,

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

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

to make the statements therein not misleading.

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 reasonably be expected to cause a Material Adverse

Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed

securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review

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

such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any

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

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

Legal

Opinions. The Agent shall have received the opinion and negative assurance of Company Counsel required to be delivered pursuant

to Section 7(m) on or before the date on which such delivery of such opinions are required pursuant to Section 7(m).

Comfort

Letter. The Agent 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 Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before

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

Secretary’s

Certificate. The Agent shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form

and substance satisfactory to the Agent and its counsel.

CFO

Certificate. The Agent shall have received a certificate, signed on behalf of the Company by its Chief Financial Officer, in

form and substance satisfactory to the Agent and its counsel.

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(l), the Company

shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent 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.

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.

Termination Event; Insurance. There shall not have occurred any event that would permit the Agent to terminate this Agreement

pursuant to Section 13(a). The Company and its Subsidiaries shall maintain, or caused to be maintained, insurance in such

amounts and covering such risks as is reasonable and customary for the business in which it is engaged.

FINRA.

The Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined

to raise no objection with respect to the fairness or reasonableness of the terms and arrangements related to the sale of the Placement

Shares pursuant to this Agreement.

11.

Indemnification

and Contribution.

Company

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

employees and agents and each person, if any, who controls the Agent 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 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) solely in reliance upon and

in conformity with the Agent’s Information.

Indemnification

by the Agent. The Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who

signed the Registration Statement, and 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, 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

the Agent’s Information, provided that in no case shall the Agent be responsible for any amounts in excess of the fee applicable

to the Placement Shares and paid hereunder.

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 provision of this Section 11 unless, and only to the extent that, such omission results

in the forfeiture or material impairment 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. Each 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 (plus local counsel)

admitted to practice in such jurisdiction at any one time for an indemnified party. All such 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.

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 the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages

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

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

other than the Agent, 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 Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by

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

Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares

(before deducting expenses) received by the Company bear to the total compensation received by the Agent (before deducting expenses)

from the sale of Placement Shares on behalf of the Company, provided that in no case shall the Agent be responsible for any amounts

in excess of the fee applicable to the Placement Shares and paid hereunder. If, but only if, the allocation provided by the foregoing

sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to

reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one

hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability,

expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.

Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a

material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent,

the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement

or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this Section

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), the Agent shall not be required to contribute any amount in excess of the

commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of

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

misrepresentation. For purposes of this Section 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 the Agent, will have the

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

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

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

be made under this Section 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.

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 Agent, 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.

The

Agent may terminate this Agreement, 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 is reasonably likely to have a Material Adverse Effect or, in the sole judgment of the 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 the 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 the Agent elects to terminate this Agreement as provided in this Section

13(a), the Agent shall provide the required notice as specified in Section 14 (Notices).

The

Company shall have the right, by giving two (2) days written 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.

The

Agent shall have the right, by giving two (2) days written 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.

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 Agent 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 the Agent for any discount, commission or other compensation with respect to any Placement

Shares not otherwise sold by the Agent under this Agreement.

Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,

that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the

Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such

Placement Shares shall settle in accordance with the provisions of this Agreement.

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 Agent, shall be delivered to:

H.C.

Wainwright & Co., LLC

430

Park Avenue

New

York, New York 10022

Attention:

Chief Executive Officer

E-mail:

notices@hcwco.com

with

a copy to:

Ellenoff

Grossman & Schole LLP

1345

Avenue of the Americas

New

York, NY 10105

Attention:

John J. Hart

Email:

capmkts@egsllp.com

and

if to the Company, shall be delivered to:

Ocean

Power Technologies, Inc.

Engelhard Drive, Suite B

Monroe

Township, NJ 08831Attention: Robert Powers

Chief

Financial Officer

Email:

rpowers@oceanpowertech.com

with

a copy to:

Porter

Hedges LLP

1000

Main Street, 35th Floor

Houston,

Texas 77002

Attention:

Kevin Poli

E-mail:

kpoli@porterhedges.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 (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is

not a Business Day, on the next succeeding Business Day, (ii) 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.

electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14

if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received

at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic

Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)

which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

15.

Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective

successors and the 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 party 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 Agent. In the event that any one or more of

the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written

by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that

it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal

or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the

remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

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

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 Agent may not use any material non-public information about the Company gained in connection with this Agreement

and the transactions contemplated by this Agreement, including due diligence, to the extent such information is not otherwise publicly-available,

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 the Agent, which

shall not be unreasonably withheld, conditioned or delayed, and the Agent represents, warrants and agrees that, unless it obtains the

prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any

offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a

“free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus

consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”

The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer

free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable

to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

24.

Absence

of Fiduciary Relationship. The Company acknowledges and agrees that:

The

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 affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,

and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement,

irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation

to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this

Agreement;

is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

Agent has 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;

is aware that the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that

differ from those of the Company and the 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

waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged

breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not

have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or

to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company,

other than in respect of the Agent’s obligations under this Agreement and to keep information provided by the Company to the

Agent and its 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:

“Agent’s

Information” means the information in the first sentence of seventh paragraph of the “Plan of Distribution”

section of the Prospectus Supplement.

“Applicable

Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“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.

“Lien”

means a lien, charge, pledge, securities interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material

Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Incorporated Document

or the Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or

otherwise) of the Company and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company’s ability to

perform in any material respect on a timely basis its obligations under any Incorporated Document or the Agreement.

“Rule

172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”

“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

All

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

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

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

Statement or the Prospectus, as the case may be.

All

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

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

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

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

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

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

[Remainder

of the page intentionally left blank]

the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below

for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.

Very truly yours,

OCEAN POWER TECHNOLOGIES, INC.

By:

/s/

Philipp Stratmann

Name:

Philipp

Stratmann

Title:

Chief

Executive Officer

ACCEPTED as of the date first-above written:

H.C. Wainwright & Co., LLC

/s/ Edward D. Silvera

Name:

Edward

D. Silvera

Title:

CEO

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