Form 8-K

8-K — WRAP TECHNOLOGIES, INC.

Accession: 0001493152-26-038916

Filed: 2026-08-18

Period: 2026-08-16

CIK: 0001702924

SIC: 3480 (ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES))

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

GRAPHIC (ex5-1_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001702924

2026-08-16

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 16, 2026

WRAP

TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38750

98-0551945

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3350

Virginia Street

Miami,

Florida 33133

(Address

of principal executive offices) (Zip Code)

(800)

583-2652

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

WRAP

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)

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

Emerging

growth company ☐

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

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

Item 1.01 Entry Into a Material Definitive Agreement.

August 16, 2026, Wrap Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with a certain institutional investor and an existing investor (the “Investors”), pursuant to which the

Company agreed to issue and sell in a registered direct offering (the “Offering”) 5,771,519 shares (the “Shares”)

of the Company’s common stock, par value $0.0001 per share, and Pre-Funded Warrants (the “Pre-Funded Warrants”) to

purchase up to 2,800,090 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $1.40 per share

or $1.3999 per Pre-Funded Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $12.0 million

before deducting offering expenses payable by the Company.

The

Pre-Funded Warrants have an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may

be exercised at any time until exercised in full, except that a holder (together with its affiliates) will not be entitled to exercise

any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company’s

Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%)

of the number of shares of Common Stock outstanding immediately prior to or after giving effect to the exercise, subject to such holder’s

rights under the Pre-Funded Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% of the number

of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in

accordance with the terms of the Pre-Funded Warrants upon at least 61 days’ prior notice from such holder to the Company.

The

Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291707) which was

filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2025, and declared effective by the SEC on

December 18, 2025, and related base prospectus and a prospectus supplement dated August 16, 2026, thereunder.

The

Offering is expected to close on August 18, 2026, subject to the satisfaction of customary closing conditions. The Company currently

plans to use the net proceeds from the Offering for working capital and general corporate purposes, including for any future planned

business expansion.

The

Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investors. The representations,

warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific

dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting

parties. Additionally, the Company has agreed to provide the Investors with customary indemnification under the Purchase Agreement.

The

Company entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of August 16, 2026, with Maxim

Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the placement agent for the Company

in connection with the Offering. Pursuant to the terms of the Placement Agency Agreement, the Company agreed to pay the Placement Agent

a cash fee equal to 7.0% of the gross proceeds received in the Offering. However, a reduced cash fee of 3.5% will be payable on the aggregate

gross proceeds received for the securities sold to certain investors. The Company also agreed to reimburse the Placement Agent for out-of-pocket

expenses, including legal expenses, incurred by it in connection with the Offering of $75,000.

The

Placement Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing,

indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations

of the parties and termination provisions. The representations, warranties, and covenants contained in the Placement Agency Agreement

were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,

and may be subject to limitations agreed upon by such parties.

The

foregoing description of the Purchase Agreement, the Pre-Funded Warrants and Placement Agency Agreement is not complete and is qualified

in its entirety by reference to the full text of the form of Purchase Agreement, form of Pre-Funded Warrant and Placement Agency Agreement,

copies of which are filed as Exhibits 10.1, 4.1, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference

herein.

The

legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares and Pre-Funded Warrant Shares is filed as Exhibit

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

Item

8.01 Other Events

August 17, 2026, the Company issued a press release regarding the Offering described above under Item 1.01 of this Current Report on

Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

4.1

Form of Pre-Funded Warrant

5.1

Opinion of Haynes and Boone, LLP

10.1

Form of Securities Purchase Agreement, dated August 16, 2026, by and among the Company and the investors signatory thereto

10.2

Placement Agency Agreement, dated August 16, 2026, by and between the Company and Maxim Group LLC

23.1

Consent of Haynes and Boone, LLP (included in Exhibit 5.1)

99.1

Press Release, dated August 17, 2026

104

Cover

Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

August 18, 2026

WRAP

TECHNOLOGIES, INC.

By:

/s/

Scot Cohen

Name:

Scot

Cohen

Title:

Chief

Executive Officer

(Principal

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

WRAP

TECHNOLOGIES, INC.

Warrant

Shares: [_______]

Initial

Exercise Date: [_______], 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in

full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wrap Technologies, Inc., a Delaware

corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”)

of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined

in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated August [____], 2026, among the Company and the

purchasers signatory thereto.

Section

2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of

Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the

aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the

applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other

type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the

Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant

Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the

Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the

Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available

hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the

applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)

Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by

reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of

Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face

hereof.

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise

of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise

price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant

shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A)

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B)

the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by

the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

d) Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the

Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The

Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a

participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares

to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or

manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrant), and otherwise by physical delivery of a

certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the

number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such

date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for

all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been

exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other

than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading

Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to

deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay

to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise

(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per

Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery

Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that

is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on

the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company

agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and

the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder

and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall

in all other respects be identical with this Warrant. For avoidance of doubt, the Holder shall not be required to surrender this

Warrant certificate upon a partial exercise of this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates and any other Persons whose beneficial ownership of the Common Stock would or could be aggregated with the Holder’s for purposes of Section 13(d) (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within three (3) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of the shares Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the beneficial ownership of Holder together with the Attribution Parties, as determined pursuant to this Section 2(e), to exceed the Beneficial Ownership Limitation, the Holder shall then notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (such notice, the “Reduction Notice”). Such issuance shall not be deemed to have occurred until the Holder provides the Reduction Notice (or a notice that no reduction is needed) to the Company. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate Beneficial Ownership of the Holder and its Attribution Parties exceeds such limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in

shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon

exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines

(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by

reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price

shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,

if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock

outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately

adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section

3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such

dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination

or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or

sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if

the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any

limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on

which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of

which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights

(provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would

result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such

Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right

thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised

at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the

Holder has exercised this Warrant.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one

or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or

more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent

exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such

exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation

in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of

the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor

entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions

of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on

the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and

which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of

such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor

Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto

and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and

the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,

had been named as the Company herein; provided, however, that to the extent that the Holder’s right to participate in any such

Fundamental Transaction Rights would result in the Holder and its Attribution Parties, collectively, beneficially owning in excess of

the Beneficial Ownership Limitation of the Common Stock that would be issued and outstanding following receipt of such Fundamental Transaction

Rights (such excess amount of Common Shares, the “Excess Fundamental Transaction Rights”), then the Holder shall not be entitled

to participate in such Fundamental Transaction Rights to the extent of the Excess Fundamental Transaction Rights (and shall not have

the right to acquire such Excess Fundamental Transaction Rights). The Excess Fundamental Transaction Rights shall be held in abeyance

for the benefit of the Holder until such time or times as (1) its right to receive some or all of the Excess Fundamental Transaction

Rights would not result in the Holder and its Attribution Parties beneficially owning Common Stock in excess of the Beneficial Ownership

Limitation and (2) the Holder so certifies in writing to the Company and specifies the number of shares of Common Stock it is able to

receive without exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted that portion of the

Excess Fundamental Transaction Rights (and any Excess Fundamental Transaction Rights granted, issued or sold on such initial Fundamental

Transaction Rights or on any subsequent Fundamental Transaction Rights to be held similarly in abeyance) to the same extent as if there

had been no such limitation. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section

3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares

of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a

party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is

converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the

purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the

holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be

determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to

become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to

exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or

in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent

that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of

the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective

date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at

the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the

form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon

the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant

or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as

expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless

exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no

event shall the Company be required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

d) Authorized

Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in

accordance with the provisions of the Purchase Agreement.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does

not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate

as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this

Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be

sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of

appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its

rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered

in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to

specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation

for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the

defense in any action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to

the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of

Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or

amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be

ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this

Warrant.

o) No

Expense Reimbursement. The Holder shall in no way be required the pay, or to reimburse the Company for, any fees or expenses of

the Company’s transfer agent in connection with the issuance or holding or sale of the Common Stock, Warrants and/or Warrant

Shares. The Company shall solely be responsible for any and all such fees and expenses.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Wrap

Technologies, Inc.

By:

Name:

Scot

Cohen

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

To:

Wrap

Technologies, Inc.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if

any.

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The

Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ___________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________________________________

Name

of Authorized Signatory: _______________________________________________________________________

Title

of Authorized Signatory: ________________________________________________________________________

Date:

___________________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:_____________________________

Holder’s

Address:______________________________

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

August

18, 2026

Wrap

Technologies, Inc.

3480

Main Hwy

Suite

202

Miami,

Florida 33133

Re:

Wrap Technologies, Inc.

Registration Statement on Form S-3, Registration No.

333-291707

Ladies

and Gentlemen:

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

and filing with the Securities and Exchange Commission (the “Commission”) on the date hereof, pursuant to Rule 424(b) under

the Securities Act of 1933, as amended (the “Act”) of the Company’s prospectus supplement, dated August 16, 2026 (the

“Prospectus Supplement”), forming part of the registration statement on Form S-3 (Registration No. 333-291707), initially

filed by the Company with the Commission on November 21, 2025, as thereafter amended or supplemented, declared effective on December

18, 2025 (the “Registration Statement”).

also have acted as counsel to the Company in connection with an offering of (i) 5,771,519 shares (the “Shares”) of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 2,800,090 registered pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to an aggregate of 2,800,090 shares of Common Stock (the “Pre-Funded Warrant Shares”) issued

and sold under that certain Securities Purchase Agreement executed by the Company and the purchasers identified on the signature pages

thereto on August 16, 2026 (the “Purchase Agreement”). The Prospectus Supplement relates to the Shares, the Pre-Funded Warrants

and the Pre-Funded Warrant Shares.

rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated

Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended and/or restated as of the date hereof, (ii)

certain resolutions of the Board of Directors of the Company (the “Board”) related to the filing of the Prospectus Supplement,

the authorization and issuance of the Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, and related matters, (iii) the

Registration Statement and all exhibits thereto, (iv) the Prospectus Supplement and the base prospectus, dated December 18, 2025, included

in the Registration Statement (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”),

(v) the Purchase Agreement, (vi) the Pre-Funded Warrants, (vii) the specimen Common Stock certificate, (viii) a certificate executed

by an officer of the Company, dated as of the date hereof, and (ix) such other records, documents and instruments as we deemed relevant

and necessary for purposes of the opinion stated herein.

have relied upon such certificates of officers of the Company and of public officials and statements and information furnished by officers

of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by

us. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,

the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the

originals of such copies.

Haynes and Boone, LLP

30 Rockefeller Plaza | 26th Floor | New York, NY 10112

T: 212.659.7300 | haynesboone.com

Wrap

Technologies, Inc.

August

18, 2026

Page

making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity

of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or

certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such

facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations

or certificates of officers of the Company or governmental officials.

have not considered, and express no opinion herein as to, the laws of any states or jurisdictions other than the General Corporation

Law of the State of Delaware and the internal laws of the State of New York, as currently in effect (all of the foregoing being referred

to as the “Opined on Law”). We do not express any opinion with respect to any other laws, or the laws of any

other jurisdiction (including, without limitation, any laws of any other jurisdiction which might be referenced by the choice-of-law

rules of the Opined on Law), other than the Opined on Law or as to the effect of any such other laws on the opinions herein stated.

Based

upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

The Shares have been duly

authorized and, when issued and delivered in accordance with the Purchase Agreement against payment in full of the consideration payable

therefor as contemplated by the Purchase Agreement, will be validly issued, fully paid and non-assessable.

The Pre-Funded Warrants have

been issued and delivered in accordance with the Purchase Agreement against payment in full of the consideration payable therefor as

determined by the Board or a duly authorized committee thereof and as contemplated by the Purchase Agreement, the Pre-Funded Warrants

will constitute valid and legally binding obligations of the Company.

The Pre-Funded Warrant Shares

have been duly authorized, and as of the date hereof, if, as and when issued against payment in full of the consideration payable therefor

in accordance with the terms of the Pre-Funded Warrants, the Pre-Funded Warrant Shares will be validly issued, fully paid and non-assessable.

The

opinions set forth above are subject to the following qualifications, limitations and exceptions:

(a)

The opinions are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation,

conservatorship or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, (ii) provisions

of applicable law pertaining to the voidability of preferential or fraudulent transfers and conveyances and (iii) the fact that the remedy

of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought.

(b)

The opinions are subject to the effect of (i) general principles of equity, including (without limitation) concepts of materiality, reasonableness,

good faith and fair dealing, general matters of public policy and other similar doctrines generally affecting the enforceability of agreements

(regardless of whether considered in a proceeding in equity or at law) (ii) obligations of good faith and fair dealing under New York

law, and (iii) other commonly-recognized statutory and judicial constraints on enforceability, including statutes of limitation, limitations

on rights to indemnification that contravene law or public policy and the effectiveness of waivers of rights or benefits that cannot

be effectively waived under applicable law.

hereby consent to the filing of this opinion as an Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the

Commission. We further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting

a part of the Registration Statement. In giving this consent, we are not admitting that we are within 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/ Haynes and Boone, LLP

Haynes and Boone, LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2026, between Wrap Technologies, Inc.,

a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including

its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a

day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“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.

“Company

Counsel” means Haynes and Boone, LLP, with offices located at 30 Rockefeller Plaza, 26th Floor, New York, New York 10102.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“EGS”

means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant

to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority

of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities

upon the exercise or exchange of or conversion of any Securities issued hereunder and other securities exercisable or exchangeable for

or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not

been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price

or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities,

(c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the

Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration

rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section

4.11(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself

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

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

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

securities and (d) issuances, entry into any agreement to issue or announcement of the issuance or proposed issuance of any shares of

Common Stock or Common Stock Equivalents at an offering price above $2.00 per share of Common Stock and/or Common Stock Equivalent.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens”

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

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers,

in the form of Exhibit A attached hereto.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per

Share Purchase Price” equals $1.40, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement, provided that the purchase price per

Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.0001.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement

Agent” means Maxim Group LLC.

“Pre-Funded

Warrant” means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the

form of Exhibit B attached hereto.

“Pre-Funded

Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the base prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means the effective registration statement with Commission File No. 333-291707 which registers the sale of the Shares,

the Pre-Funded Warrants and the Pre-Funded Warrant Shares to the Purchasers, and includes any Rule 462(b) Registration Statement.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”

means the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-Funded Warrants purchased hereunder

as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”

in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of the

Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised).

“Subsidiary”

means any subsidiary of the Company as set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after

the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“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, the New York Stock

Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Lock-Up Agreement, the Pre-Funded Warrants, all exhibits and schedules thereto and hereto

and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Colonial Stock Transfer, the current transfer agent of the Company, and any successor transfer agent of the Company.

“Variable

Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price,

exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares

of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange

price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or

(ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market

offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such

agreement have actually been issued and regardless of whether such agreement is subsequently canceled.

ARTICLE

II.

PURCHASE

AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the

Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $12,000,252.60 of Shares; provided, however,

that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,

and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in

excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser

may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid

by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the

Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed

by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The

Company shall deliver to each Purchaser its respective Shares and/or a Pre-Funded Warrant as determined pursuant to Section 2.2(a), and

the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of

the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location

as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. In the event that the Closing

does not occur within three (3) Business Days after the Closing Date, the Company shall promptly (but not later than one (1) Business

Day thereafter) return the previously wired amounts to each respective Purchaser by wire transfer of United States dollars in immediately

available funds to the account specified by each Purchaser, and any book entries for the Securities shall be deemed cancelled. Each Purchaser’s

Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for DVP settlement with

the Company or its designee. The Company shall deliver to each Purchaser its respective Securities, and the Company and each Purchaser

shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless

otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)

(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by

the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement

Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement

Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or

after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately

prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the

Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser

shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally

bound to purchase, such Pre-Settlement Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement

Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided

further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser

as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any

such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any

such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered

on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of

this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes

hereunder.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement

Agent and the Purchasers;

(iii)

subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead

and executed by the Chief Executive Officer or Chief Financial Officer;

(iv)

subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an

expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to

such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(v)

for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase

up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded

Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;

(vi)

on the date hereof, the duly executed Lock-Up Agreements; and

(vii)

the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the

Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been

performed; and

(iii)

the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless

as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties

are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company;

(v)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and

(vi)

after giving effect to the issuance of the Securities pursuant this Agreement, on the Closing Date, no fewer than 61,776,482 shares of

Common Stock of the Company will have been issued and outstanding, and all such issued and outstanding shares of Common Stock shall have

been issued prior to or contemporaneously with the issuance of the Securities to the Purchasers.]1

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the following

representations and warranties to each Purchaser:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025. The Company owns, directly or indirectly, all of the capital stock or

other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock

of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or

purchase securities.

(b)

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. The Company and each of the

Subsidiaries has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory

officials and bodies that it needs as of the date hereof to conduct its business purpose in all material respects as described in the

SEC Reports and to own or lease its properties. 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: (i) a material adverse

effect on the legality, validity or enforceability of any Transaction Document, (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 Transaction

Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) 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.

1 NTD:

Citadel’s firm-wide

allocation must be less than or equal to 7.99% after giving effect to the transaction.

(c)

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

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby 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. This Agreement and each other Transaction Document to which it 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.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

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 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.

(e)

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 in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s)

to each applicable Trading Market for the listing of the Shares and Pre-Funded Warrant Shares for trading thereon in the time and manner

required thereby, and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required

Approvals”).

(f)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with

the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Pre-Funded Warrant Shares, when issued in accordance with the terms of the Pre-Funded Warrants, will be validly issued,

fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital

stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Pre-Funded Warrants. The Company has prepared

and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on December 18,

2025 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been

required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing

or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by

the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.

The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule

424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the

Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements

of the Securities Act and did not and will not contain any 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 the Prospectus and any amendments or supplements

thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform

in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The

Company is eligible to use Form S-3 under the Securities Act pursuant to General Instruction I.B.1 of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The Company has not

issued any capital stock since its most recently filed periodic report under the Exchange Act, 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 outstanding

as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive

right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except

as a result of the purchase and sale of the Securities and as set forth in 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 the

capital stock of any Subsidiary, 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 or capital stock of any Subsidiary. The issuance

and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any

Person (other than the Purchasers). 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. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or

similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is

or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or

“phantom stock” plans or agreements or any similar plan or agreement. 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. No further approval or authorization of any stockholder, the Board of Directors or others is required for

the issuance and sale of the Securities. 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.

(h)

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

two years preceding the date hereof (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

the 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. 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 the light of the circumstances under which

they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. 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.

(i)

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

within the SEC Reports, (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 and (v) the Company

has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The

Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of

the Securities 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.

(j)

Litigation. 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 Transaction

Documents or the Securities 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.

(k)

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.

(l)

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.

(m)

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.

(n)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities 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 (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them

and good and marketable title in all personal property owned by them 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 therefor 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.

(p)

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 so have 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. 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, except as could not have or reasonably be expected to not have a Material Adverse Effect. 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.

(q)

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.

(r)

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.

(s)

Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in

compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended 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 Closing Date. The Company and the Subsidiaries maintain 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. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries 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 and the Subsidiaries 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 and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial

reporting of the Company and its Subsidiaries.

(t)

Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions

are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no

obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u)

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 business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to

effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w)

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) 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. 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. 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 the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to

the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x)

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 to the Purchasers as a result of the Purchasers and the Company

fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of

the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

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

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Prospectus and the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the

foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the

Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby,

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

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

disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees

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

those specifically set forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

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 Securities

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.

(aa)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

by the Company of the proceeds from the sale of the Securities 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 Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured

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

of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb)

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.

(cc)

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 FCPA.

(dd)

Accountants. The Company’s accounting firm is HTL International, LLC. To the knowledge and belief of the Company, such accounting

firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the

financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2026.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been

asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the

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

term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the

periods that the value of the Pre-Funded Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging

activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time

that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute

a breach of any of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(hh)

Cybersecurity. (i)(x) To the best knowledge of the Company, there has been no security breach or other compromise of or relating

to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data

(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of

it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not

been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach

or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate,

have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards

to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with

industry standards and practices.

(ii)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years

were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without

limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

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

handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice

of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and

(iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its

subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy

Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,

social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;

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

or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures

made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the

execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither

the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability

of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy

Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant

to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any

court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.

(jj)

Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(kk)

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 (“OFAC”).

(ll)

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 Purchaser’s

request.

(mm)

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 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.

(nn)

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 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.

(oo)

Stamp or Other Tax. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other

taxes are payable by or on behalf of the Placements Agents or the Purchasers are payable in the United States or taxing authority thereof

or therein in connection with the sale and delivery by the Company of the Securities to or for the sale and delivery by the Securities

to the Purchasers.

(pp)

No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated

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

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

of its obligations under any of the Transaction Documents or the Placement Agency Agreement.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it 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.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this

representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or

otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the

ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each

date on which it exercises any Pre-Funded Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2),

(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,

results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the

opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that

is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither

the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect

to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes

any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public

information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the

Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to

such Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material

terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

(A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions

of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by

the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement and (B) in the case of a

Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, the representations set forth above shall only apply to such walled-off trading personnel. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Pre-Funded Warrant Shares. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration

statement to cover the issuance or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise,

the Pre-Funded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the

date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Pre-Funded Warrant

Shares) is not effective or is not otherwise available for the sale or resale of the Pre-Funded Warrant Shares, the Company shall immediately

notify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall

promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Pre-Funded

Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser

to sell, any of the Pre-Funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use

best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Pre-Funded

Warrant Shares effective during the term of the Pre-Funded Warrants.

4.2

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Pre-Funded Warrants

have been exercised in full, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of

the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports

required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the

reporting requirements of the Exchange Act.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction

unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including,

without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any

of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each

Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and

neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior

consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect

to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required

by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser

in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except

(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to

the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with

prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.7

Use of Proceeds. Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the

Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s

debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption

of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or

OFAC regulations.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser

and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any

and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in

settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or

incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company

in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or

any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect

to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such

Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings

such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws

or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct.

If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such

Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof with

counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense

of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,

(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there

is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position

of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such

separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party

effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,

but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,

warranties, covenants or agreements made by a Purchaser Party in this Agreement or the other Transaction Documents. The indemnification

required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,

as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action

or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep

available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement and Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants.

4.10

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares and Pre-Funded Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Pre-Funded

Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other

Trading Market, it will then include in such application all of the Shares and Pre-Funded Warrant Shares, and will take such other action

as is necessary to cause all of the Shares and Pre-Funded Warrant Shares to be listed or quoted on such other Trading Market as promptly

as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a

Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules

of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository

Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11

Subsequent Equity Sales.

(a)

From the date hereof until forty-five (45) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration

statement on Form S-8 in connection with any employee benefit plan.

(b)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed

to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the

contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that

it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent,

including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, (A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed

by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement, and (B) in the case

of a Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, this section 4.13 shall apply only with respect to activities of such walled-off trading personnel.

4.14

Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock

split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the

Shares and Pre-Funded Warrants other than a reverse stock split that is required, in the good faith determination of the Board of Directors,

to maintain the listing of the Common Stock on the Trading Market.

4.15

Exercise Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants set forth the totality of the procedures

required of the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions

shall be required of the Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise form be required in order to exercise the Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants

and shall deliver Pre-Funded Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.16

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek

specific performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice

delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus

Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such

documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded

Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case

of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification

or waiver disproportionately and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted

Purchaser (or at least 50.1% in interest of such multiple Purchasers) shall also be required. No waiver of any default with respect to

any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any

subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party

to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,

materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the

other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with

this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers” (other than in respect

of a transfer pursuant to an effective registration statement).

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and

covenants of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This

Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section

5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient

venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed

to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed).

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission

of an exercise of a Pre-Funded Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any

such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for

such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Pre-Funded

Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company

has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because

it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in

this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and

the Purchasers collectively and not between and among the Purchasers.

5.18

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.20

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.21

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

Wrap

Technologies, Inc.

Address

for Notice:

By:

E-Mail:

Name:

Scot Cohen

Title:

Chief Executive Officer

With

a copy to (which shall not constitute notice):

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO WRAP SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Address

for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

Pre-Funded

Warrant Shares: ___________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

EIN

Number: ____________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated

by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any

agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be

an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or

the like or purchase price (as applicable) to such other party on the Closing Date.

[SIGNATURE

PAGES CONTINUE]

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit 10.2

PLACEMENT

AGENCY AGREEMENT

August

16, 2026

Scot

Cohen

Chief

Executive Officer

Wrap

Technologies, Inc.

3350

Virginia Street, Suite 200

Miami,

Florida 33133

Dear

Mr. Cohen:

This

agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement

Agent”) and Wrap Technologies, Inc., a Delaware corporation (the “Company”), pursuant to which Maxim shall

serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with

the proposed placement (the “Placement”) of registered shares (the “Shares”) of the Company’s

common stock, par value $0.0001 (the “Common Stock”) and registered pre-funded warrants (“Pre-Funded Warrants”,

together with the Common Stock the “Securities”). The terms of the Placement and Securities shall be mutually agreed

upon by the Company, Maxim and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”)

and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for

the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company

and the Purchasers in connection with the Placement, including the Purchase Agreement, shall be collectively referred to herein as the

“Transaction Documents.” The date of the closing of the Placement shall be referred to herein as a “Closing

Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are on a “reasonable best

efforts” basis only and that the execution of this Agreement does not constitute a legal or binding commitment by Maxim to purchase

the Securities or introduce the Company to investors and does not ensure the successful placement of the Securities or any portion thereof

or the success of Maxim with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers

or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any

Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and

such Purchaser in a form and substance reasonably acceptable to the Company and Maxim. Capitalized terms that are not otherwise defined

herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of the Purchase Agreement, executive officers

of the Company will be available to answer inquiries from prospective Purchasers.

SECTION

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

Representations of the Company. Each of the representations, warranties and covenants made by the Company to the Purchasers in

the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully

restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement

Agent. In addition to the foregoing, the Company represents and warrants that:

There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,

any ten percent (10.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and the other documents

the Company has filed or furnished with the Commission.

Covenants of the Company. The Company has delivered, or made available, or will as promptly as practicable deliver or make available,

to the Placement Agent materially complete conformed copies of the Registration Statement (without exhibits) and of each consent and

certificate of experts, as applicable, filed as a part thereof, the Prospectus and the Prospectus Supplement, as amended or supplemented,

in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers

has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and

sale of the Securities pursuant to the Placement other than the Prospectus, the Prospectus Supplement, the Registration Statement, copies

of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

SECTION

2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing

of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the states

applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under

the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.

The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants

that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and

the requirements of applicable law.

SECTION

3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent

or their respective designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the

Securities which they are placing:

A cash fee (the “Cash Fee”) equal to an aggregate of seven (7.0%) percent of the aggregate gross proceeds raised in

the Placement, provided, however, that if the Excluded Investors (as defined below) are participating in such Placement, then such cash

fee shall be reduced to 3.5% on the portion of such aggregate gross proceeds actually raised by the Company from the Excluded Investors.

The Cash Fee shall be paid at the closing of the Placement (the “Closing”). As used in this Agreement, “Excluded

Investors” means (i) Iroquois Capital Investment Group LLC and (ii) Iroquois Master Fund Ltd and any affiliates of the foregoing.

Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Placement, to reimburse the Placement

Agent for all travel and other out-of-pocket expenses incurred and documented, including the reasonable fees, costs and disbursements

of its legal counsel, in an amount not to exceed an aggregate of $75,000 (inclusive of any advances received by the Placement Agent from

the Company). The Company will reimburse Placement Agent directly upon the Closing of the Placement from the gross proceeds raised in

the Placement. In the event that this Agreement shall terminate prior to the consummation of the Placement, Maxim shall nevertheless

still be entitled to reimbursement for its actual expenses; provided, however, that such expenses shall not exceed $25,000, in the aggregate.

The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the

event that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess

of FINRA rules or that the terms thereof require adjustment.

SECTION

4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions

(the “Indemnification Provisions”) attached as Exhibit A to the engagement agreement entered into by and between

the Company and Maxim on August 16, 2026 (the “Engagement Agreement”), the provisions of which are incorporated herein

by reference and shall survive the termination or expiration of this Agreement.

SECTION

5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be from the date hereof until the closing date

of the Placement (the “Term”). Notwithstanding anything to the contrary contained herein, the provisions concerning

confidentiality and indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification

Provisions will survive any expiration or termination of this Agreement. The Placement Agent agrees not to use any Confidential Information

(as defined below) concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated

under this Agreement. If there is a Closing of the Placement, or if the Termination Date (as defined in the Engagement Agreement) occurs

prior to Closing of the Placement (other than for “Cause” as defined in the Engagement Agreement), then if within twelve

(12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising

activity with, or receives any proceeds from, any of the investors who were contacted or introduced to the Company by Maxim during the

Term and participated in the Placement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds

the compensation set forth in Section 3.A herein. For the avoidance of doubt, no compensation will be paid to the Placement Agent pursuant

to the forgoing sentence for the receipt of proceeds from any investors that did not participate in the Placement or from Excluded Investors.

SECTION

6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection

with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required

by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s

prior written consent; provided, however, that the Company may share such information or advice with its directors, officers, employees,

legal counsel and financial advisors on confidential basis.

SECTION

7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by

any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company

acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties

or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention

of such Placement Agent hereunder, all of which are hereby expressly waived.

SECTION

8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to

the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its subsidiaries

contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries made in any certificates

pursuant to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each

of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent

to the Company:

No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall

have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be

included in the Registration Statement, the Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the

reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall

have been timely filed with the Commission.

The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,

the Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the

reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not

misleading.

All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this

Agreement, the Securities, the Registration Statement, the Prospectus and the Prospectus Supplement and all other legal matters relating

to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the

Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request

to enable them to pass upon such matters.

On the Closing Date, the Placement Agent shall have received from Company Counsel such counsel’s written opinions, including, without

limitation, a negative assurance letter, addressed to the Placement Agent and the Purchasers and dated as of the Closing Date, in form

and substance reasonably satisfactory to the Placement Agent, the Purchasers, and Placement Agent’s legal counsel.

On the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable,

as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations

and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for

such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state

of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed

by the Company hereunder on or prior thereto have been fully performed in all material respects.

On the Closing Date, the Placement Agent shall have received a “comfort” letter from HTL International, LLC as of such date,

addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent’s

legal counsel.

On the date hereof and the Closing Date, the Placement Agent shall have received a certificate of the principal financial officer of

the Company, dated as of the date of such Closing, providing a customary certification as to such accounting or financial matters that

are included or incorporated by reference in the Registration Statement, the Prospectus or the Prospectus Supplement, and with respect

to the certificate delivered on the Closing Date, that HTL International, LLC is unable to provide assurances on in the letter contemplated

by Section 8(F) above.

On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the

date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and board

resolutions relating to the Placement of the Securities from the Company.

Neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included

or incorporated by reference in the Registration Statement, the Prospectus and the Prospectus Supplement, any loss or interference with

its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute

or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Prospectus

and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or long-term debt of the

Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business, general

affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries,

otherwise than as set forth in or contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement, and (iii)

since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body regarding

the Company, otherwise than as set forth in or contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement,

the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the judgment of the Placement Agent, so material

and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the

manner contemplated by the Prospectus and Prospectus Supplement.

The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized

for trading on the Trading Market or other applicable U.S. national exchange, or an application for such listing shall have been submitted

to the Trading Market, and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have

taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act

or delisting or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor, except

as disclosed in the Prospectus and Prospectus Supplement, has the Company received any information suggesting that the Commission or

the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.

No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental

agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect

or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other

nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the

issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations

of the Company.

The Company shall have prepared and filed with the Commission a Form 8-K with respect to the Placement, including as an exhibit thereto

this Agreement.

The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect

and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.

FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,

the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s

behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all

filing fees required in connection therewith.

Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents

as the Placement Agent may reasonably request.

any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement or waived by the

Placement Agent, or if any of the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement

Agent’s counsel pursuant to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and

to Placement Agent’s legal counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at,

or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally.

Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION

9. STANDSTILL.

(a) From the date hereof until forty-five (45) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration

statement on Form S-8 in connection with any employee benefit plan.

Notwithstanding the foregoing, this Section 9 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any

debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares

of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with

the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but

not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future

determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement

is subsequently canceled.

SECTION

10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York

applicable to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof.

This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding

upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury

with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute

arising under this Agreement may be brought into the courts of the State of New York or into the federal court located in New York, New

York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally

and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and

consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence

of delivery) 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. The Company agrees that a final judgment in any such action, proceeding or counterclaim

brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction

of which the Company is or may be subject, by suit upon such judgment. If either party shall commence an action or proceeding to enforce

any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party

for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action

or proceeding. This paragraph shall survive any termination of this Agreement, in whole or in part.

SECTION

11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement (including the Indemnification Provisions) embodies the entire agreement

and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter

hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect

such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement

may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company.

The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of

the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

SECTION

12. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential

and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”),

without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential

Information other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information

only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement,

and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential

Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications)

furnished by the Company to the Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the

Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly

available other than as a result of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is

or becomes available to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known

to the Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or

has been independently developed by the Placement Agent and/or the Representatives without use of any Confidential Information furnished

to it by the Company. The term “Representatives” shall mean the Placement Agent’s directors, board committees, officers,

employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that

the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof. Notwithstanding any of the foregoing,

in the event that the Placement Agent or any of their respective Representatives are required by Legal Requirement to disclose any of

the Confidential Information, such Placement Agent and their respective Representatives will furnish only that portion of the Confidential

Information which such Placement Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement

as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the

Confidential Information so disclosed.

SECTION

13. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall

be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication

is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,

(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature

pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third

business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt

by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the

signature pages hereto.

SECTION

14. Press Announcements. The Company agrees that the Placement Agent shall,

from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in

the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and

journals, in each case at its own expense.

[The

remainder of this page has been intentionally left blank.]

Please

confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.

Very

truly yours,

Maxim

GROUP LLC

By:

/s/

Larry Glassberg

Name:

Larry

Glassberg

Title:

Co-Head

of Investment Banking

Address

for notice:

300

Park Avenue, 16th Floor

New

York, NY 10022

Attention:

James Siegel, General Counsel

Email:

jsiegel@maximgrp.com

Accepted

and Agreed to as of the date first written above:

Wrap

Technologies, inc.

By:

/s/

Scot Cohen

Name:

Scot

Cohen

Title:

Chief

Executive Officer

Wrap

Technologies, Inc.

3350

Virginia Street, Suite 200

Miami,

Florida 33133

E-mail:

scohen@wrap.com

Attention:

Scot Cohen

With

a copy to (which shall not constitute notice):

Haynes

and Boone, LLP

Rockefeller Plaza, 26th Floor

New

York, New York 10102

E-mail:

rick.werner@haynesboone.com

Attention:

Rick Werner

[Signature

Page to Placement Agency Agreement Between

Maxim

Group LLC and Wrap Technologies, Inc.]

EX-99.1

Filename: ex99-1.htm · Sequence: 6

Exhibit

99.1

Wrap

Technologies Announces Pricing of $12.0 Million Registered Direct Offering of Common Stock

MIAMI,

August 17, 2026 (GLOBE NEWSWIRE) — Wrap Technologies, Inc. (Nasdaq: WRAP) (“WRAP” or the “Company”), a

global public safety technology company delivering intelligent detection, orchestration and response solutions designed for the next

generation of autonomous public safety, today announced the pricing of a registered direct offering (the “Offering”) with

a fundamental institutional investor and an existing investor of the Company, consisting of 8,571,609 shares of the Company’s common

stock (or pre-funded warrants in-lieu thereof) at an offering price of $1.40 per share. The gross proceeds to the Company from the Offering

are estimated to be approximately $12.0 million before deducting placement agent fees and other Offering expenses. The Company intends

to use the proceeds from the Offering for general corporate purposes and working capital, including for any future planned business expansion.

The Offering is expected to close on or about August 18, 2026, subject to the satisfaction of customary closing conditions.

Maxim

Group LLC is acting as the sole placement agent in connection with the Offering.

The

securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-291707), which was declared effective

by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering will be made only by means

of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating

to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus

can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate

Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.

This

press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction.

About

Wrap Technologies, Inc.

Wrap

Technologies, Inc. (Nasdaq: WRAP) is a global public safety technology and training company focused on developing tools, training and

capabilities designed to support awareness, earlier intervention and more appropriate responses to challenging encounters.

Cautionary

Note on Forward-Looking Statements - Safe Harbor Statement

This

release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private

Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”,

“target”, “project”, “goals”, “estimate”, “potential”, “predict”,

“may”, “will”, “could”, “intend”, and variations of these terms or the negative of these

terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements include, but are

not limited to, statements relating to the satisfaction of customary closing conditions, the completion, timing and size of the Offering

and the use of proceeds therefrom, including any statements regarding any future planned business expansion. The Company’s actual

results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but

not limited to: the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s

ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce

products for its customers; the Company’s ability to develop sales for its products; market acceptance of existing and future products;

changes in law enforcement budgets, policies, procurement practices, and use-of-force standards; the availability of funding to continue

to finance operations; the complexity, expense, and time associated with sales to law enforcement and government entities; the lengthy

evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related

injuries; risks of government regulations and changes in regulatory classifications or interpretations; the impact resulting from geopolitical

conflicts and any resulting sanctions; the ability to obtain export licenses for countries outside of the United States; the ability

to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s

ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on

Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements

are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the

beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking

statements contained in this release as a result of new information, future events, or changes in its expectations.

Investor

Relations Contact:

(800)

583-2652

ir@wrap.com

wrap.com

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