Form 8-K
8-K — Datacentrex, Inc.
Accession: 0001493152-26-014226
Filed: 2026-03-31
Period: 2026-03-26
CIK: 0001853825
SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)
Item: Entry into a Material Definitive Agreement
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-1.1 (ex1-1.htm)
EX-3.1 (ex3-1.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)
EX-99.2 (ex99-2.htm)
EX-99.3 (ex99-3.htm)
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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) March 26, 2026
DATACENTREX,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
001-42388
85-3651036
(State
or other jurisdiction
(Commission
(IRS
Employer
of
incorporation)
File
Number)
Identification
No.)
470
W 200 N STE 18
Salt
Lake City, UT
84103
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (800) 403-6150
N/A
(Former
name or former address, if changed since last report.)
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
stock, $0.001 par value
DTCX
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
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
Public
Offering
On
March 26, 2026, Datacentrex, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency
Agreement”) with Dominari Securities LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and
sell directly to investors (the “Investors”), in a best efforts offering (the “Offering”), an aggregate of (i)
4,510,000 shares
(the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at $2.00 per share
and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,575,000
shares (the “Pre-Funded Warrant Shares” and together
with the Shares and the Pre-Funded Warrants, the “Securities”) of the Company’s Common Stock at $1.99 per Pre-Funded
Warrant.
Each
Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.01 per share. The Company is prohibited from effecting
an exercise of the Pre-Funded Warrants to the extent that, as a result of such exercise, the holder together with the holder’s
affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant, which
beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.
Pursuant
to the terms of the Placement Agency Agreement, the Company has agreed, for a period of six months from the Closing Date (as defined
herein), not to issue (or enter into any agreement to issue) any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company, or file or caused to be filed any registration statement relating to the
offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of
capital stock of the Company, subject to certain exceptions. In addition, each of the Company’s officers, and directors
of the Company’s Common Stock have entered into lock-up agreements with the Company pursuant to which each of them has agreed not
to, for a period of six months from the Closing Date, offer, sell, transfer or otherwise dispose of the Company’s securities, subject
to certain exceptions. The Company’s Chief Financial Officer, Robert Steele, has entered into a separate “lock-up”
agreement containing the restrictions described above, provided that such lock-up period will end on the earlier of (x) six months after
the Closing Date and (y) the date on which he ceases to be an “Affiliate” of the Company, as such term is defined in Rule
405 of the Securities Act of 1933, as amended.
The
Securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-286951) (as amended, the “Registration Statement”), including a base prospectus, initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on May 2, 2025, as amended and declared effective on May 30, 2025.
The
closing of the Offering occurred on March 31, 2026 (the “Closing Date”). The gross proceeds to the Company from the
Offering were approximately $20.2 million, before deducting Placement Agent fees and expenses and estimated Offering expenses payable
by the Company. The Company intends to use the net proceeds received from the Offering for working capital and general corporate purposes.
Pursuant
to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 8% of the aggregate purchase price paid by
the Investors in the Offering and a cash fee equal to 1% of the aggregate purchase price paid by the Investors in the Offering for non-accountable
expenses. The Company also reimbursed the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the
Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel in the amount
of $250,000. Furthermore, the Company issued the Placement Agent a warrant (the “Placement Agent Warrant”) to purchase up
to 806,800 shares of the Company’s Common Stock at an exercise price of $2.00 per share. The Placement Agent Warrant will be exercisable
180 days after the date of the Placement Agency Agreement and
has a term of exercise equal to five years from the date of issuance.
The
Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Pre-Funded Warrant and the Placement
Agent Warrant do not purport to be complete and are qualified in their entirety by the full text of the Placement Agency Agreement, the
form of Pre-Funded Warrant and the form of Placement Agent Warrant, copies of which are attached as Exhibits 1.1, 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering
is filed herewith as Exhibit 5.1.
Waiver
and Amendment
On
March 26, 2026, the Company entered into a Waiver and Amendment (the “Waiver and Amendment”) with the holders of the Company’s
outstanding Series A Preferred Convertible Voting Stock (the “Series A Preferred Stock”), pursuant to which such holders
(i) waived any adjustment to the conversion rate of the Series A Preferred Stock that would have otherwise resulted from the Offering,
and (ii) agreed to amend the certificate of designation of the Series A Preferred Stock to change the conversion rate from 15 shares
to 23 shares of Common Stock and the reference rate from $3.00 to $2.00 per share of Common Stock.
The
foregoing description of the Waiver and Amendment does not purport to be complete and is qualified in its entirety by the full text of
the Waiver and Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 27, 2026, the Company filed the Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges
and Restrictions of the Series A Preferred Stock (the “Second Amended and Restated Certificate of Designation”) with the
Secretary of State of Nevada to amend the conversion rate from 15 shares to 23 shares of Common Stock and the reference rate from $3.00
to $2.00 per share of Common Stock.
The
foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified
in its entirety by the full text of the Second Amended and Restated Certificate of Designation, a copy of which is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
8.01 Other Events.
On
March 26, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On
March 26, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
On
March 31, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed
as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Exhibit
1.1
Placement Agency Agreement by and between the Company and Dominari Securities LLC dated March 26, 2026
3.1
Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series A Preferred Stock, dated March 27, 2026
5.1
Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1
Form of Pre-Funded Warrant
10.2
Form of Placement Agent Warrant
23.1
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
99.1
Press release dated March 26, 2026
99.2
Press release dated March 26, 2026
99.3
Press
release dated March 31, 2026
104
Cover
Page Interactive Data File (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.
Datacentrex,
Inc.
Date:
March 31, 2026
By:
/s/
Parker Scott
Name:
Parker
Scott
Title:
Chief
Executive Officer
EX-1.1
EX-1.1
Filename: ex1-1.htm · Sequence: 2
Exhibit 1.1
PLACEMENT
AGENCY AGREEMENT
March
26, 2026
PERSONAL
AND CONFIDENTIAL
Datacentrex,
Inc.
470
W 200 N STE 18
Salt
Lake City, UT 84103
Attn:
Parker Scott, Chief Executive Officer
Dear
Mr. Scott:
Subject
to the terms and conditions herein (this “Agreement”), Datacentrex, Inc., a Nevada corporation (collectively with
its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as
hereinafter defined) as being subsidiaries or affiliates of Datacentrex, Inc., the “Company”), hereby agrees to sell
the securities of the Company described in the immediately succeeding paragraph directly to various investors (each, an “Investor”
and collectively, the “Investors”) through Dominari Securities LLC, a Delaware limited liability company, as the exclusive
placement agent (the “Placement Agent”).
The
securities to be sold shall be an aggregate up to $20,170,000.00 shares of common stock, $0.001 par value per share, of the Company (“Common
Stock”) and/or pre-funded warrants to purchase Common Stock (the “Pre-funded Warrants”), each Pre-funded
Warrant to purchase one share of Common Stock (the “Pre-funded Warrant Shares”). The Common Stock, Pre-funded Warrants
(if applicable), and Pre-funded Warrant Shares (if applicable), the Placement Agent Warrants (as defined herein) and the PA Warrant Shares
(as defined herein) are hereinafter collectively referred to as the “Securities.” Each share of Common Stock shall have a
purchase price of $2.00 and each Pre-funded Warrant shall have a purchase price of $1.99, if applicable. The Pre-funded Warrants will
have an exercise price of $0.01 per share, be non-tradeable and not expire until the Pre-funded Warrants are exercised in full. This
Agreement and the documents executed and delivered by the Company in connection with the Offering (as defined below), including, without
limitation, the Placement Agent Warrants, Pre-funded Warrant, the form of which is attached hereto as Exhibit B, and the Lock-Up
Agreements, the form of which is attached hereto as Exhibit C shall be collectively referred to herein as the “Transaction
Documents.” The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Offering.
The
Securities will be offered and sold to the Investors in the Offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”)
thereunder (collectively, the “Securities Act”).
The
Company hereby confirms its agreement with the Placement Agent as follows:
Section
1. Agreement to Act as Placement Agent.
(a)
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company
of the Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations
between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis
and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,
in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated
to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act
solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect
to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and
may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery
of, the Securities shall be made at the closing of the Offering (the “Closing” and the date on which each Closing
occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the
Placement Agent the fees and expenses set forth below:
(i)
a transaction fee equal to eight percent (8%) of the gross proceeds of the aggregate amount of securities sold in the Offering payable
at the Closing (“Cash Fee”).
Page 1 of 16
(ii)
warrants to purchase shares of Common Stock of the Company equal to eight percent (8%) of the shares of Common Stock sold in the Offering,
in the form attached hereto as Exhibit A (“Placement Agent Warrants”). The terms of the Placement Agent Warrants
shall have an exercise price of $2.00 per warrant, be non-tradeable and expire five (5) years from the date of issuance.
(iii)
one percent (1%) of the gross proceeds of the Offering for non-accountable expenses payable at the Closing.
(b)
The term of the Placement Agent’s exclusive engagement will begin on the date hereof and end on the earlier of the (i) the Closing
of the Offering, or (ii) twelve (12) months from March 10, 2026 (the “Term”). The Placement Agent’s engagement
hereunder shall be exclusive for the duration of the Term. Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification
provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned
and payable, if any, and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted
to be reimbursed under FINRA Rule 5110(g) will survive any expiration or termination of this Agreement. Nothing in this Agreement shall
be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment
banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein
(i) “Persons” 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 and (ii) “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.
(c)
Lock-Ups. In connection with the Offering, (i) each of the Company’s directors and executive officers will enter into customary
“lock-up” agreements in favor of the Placement Agent for a period of six (6) months after the initial Closing Date (the “Lock-Up
Period”); (ii) each of the Company and any successors of the Company will agree, during the Lock-up Period, that each will
not (A) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (B) file or caused to be filed any registration
statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into
or exercisable or exchangeable for shares of capital stock of the Company, other than a registration statement on Form S-8. Schedule
1 hereto contains a complete and accurate list of the Company’s officers and directors (collectively, the “Lock-Up
Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Placement Agent an executed Lock-Up Agreement,
in the form attached hereto as Exhibit C (the “Lock-Up Agreement”), prior to the execution of this Agreement.
Page 2 of 16
Section
2. Representations, Warranties and Covenants of the Company.
(a)
The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf”
registration statement on Form S-3 (File No. 333-286951), and amendments thereto, and related prospectus or prospectuses, for the registration
under the Securities Act of the Securities which registration statement, as so amended (including post-effective amendments, if any),
became effective on May 30, 2025. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act.
Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule.
The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules
and Regulations”) of the Commission promulgated thereunder, a supplement to the Base Prospectus (as defined herein) included
in such registration statement relating to the sale of the Securities and the plan of distribution thereof and has advised the Placement
Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration
statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration
Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base
Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to
Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.”
Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer
to and include the documents incorporated by reference therein (the “Incorporated Documents”) which were filed under
the Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date
of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus
Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement,
or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the
Base Prospectus or the Prospectus Supplement, as the case may be. To the Company’s knowledge, no stop order suspending the effectiveness
of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any
such purpose is pending or has been initiated or is threatened by the Commission. For purposes of this Agreement, “free writing
prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus”
means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Offering,
including any documents incorporated by reference therein.
(b)
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and,
as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus
and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement,
as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the
Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising
after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction
contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or
Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed
as required or (y) will not be filed within the requisite time period.
(c)
Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall
be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.
Page 3 of 16
(d)
The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties
and hereby consents to such reliance.
(e)
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 Investors that it shall have publicly disclosed all material, non-public information delivered to any of the Investors
by the Company or any of its Subsidiaries (as defined herein), or any of their respective officers, directors, employees 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,
agents, including, without limitation, the Placement Agent, employees or Affiliates on the one hand, and any of the Investors 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 Investor and the Placement Agent shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
The Company and the Placement Agent shall consult with each other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Company nor the Placement Agent 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 the Placement Agent, or without the prior consent
of the Placement Agent, 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 (as defined herein), 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 Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market
(as defined herein), without the prior written consent of such Investor, 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 Investors and Placement Agent with prior notice of such disclosure permitted
under this clause (b). “Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports and shall,
where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. “Laws”
with respect to a Person means any federal, state, local, municipal, or other laws, common law, statutes, constitutions, ordinances,
rules, regulations, codes, orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered, or applied
by any Governmental Authority applicable to such Person or any of its Subsidiaries, including its respective business and operations.
“Governmental Authority” means any federal, state, county, local, municipal or other government or political subdivision
thereof, whether domestic or foreign, and any agency, authority, commission, ministry, instrumentality, regulatory body, court, tribunal,
arbitrator, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to any such government. “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, New York time) on any Trading Day, 9:01
a.m. (New York, New York 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, New York time) and 9:00 a.m. (New York,
New York time) on any Trading Day, no later than 9:01 a.m. (New York, New York time) on the date hereof, unless otherwise instructed
as to an earlier time by the Placement Agent.
(f)
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 2(e) of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice
and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Common Stock,
the Pre-Funded Warrant Shares and Placement Agent 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”).
Page 4 of 16
(g)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement, including, without limitation, the issuance of the Placement Agent Warrants, and otherwise to carry out
its obligations hereunder and thereunder. The execution and delivery of the 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 the Placement Agent Warrants and/or any other applicable
agreement, 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.
(h)
Issuance of the Securities. The Securities will be duly authorized, validly issued, fully paid and non-assessable upon payment
of the purchase price therefor to the Company in accordance with the terms of the Transaction Documents, and will have the rights, preferences
and priorities set forth in the Company’s Articles of Incorporation (as the same may be amended or restated from time to time).
The holders of Securities will not be subject to personal liability solely by reason of being such holders. The shares of Common Stock
issuable upon exercise of the Placement Agent Warrants (the “PA Warrant Shares”) and, when issued in accordance with
this Agreement and the Placement Agent Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all
liens, charges, pledges, security interests, encumbrances or other restrictions imposed by the Company other than restrictions on transfer
provided for in this Agreement and the Placement Agent Warrants. 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 Placement Agent Warrants. The issuance of the Placement
Agent Warrants and PA Warrant Shares are not subject to any preemptive rights, rights of first refusal or other similar rights of any
securityholder of the Company. No holder of Placement Agent Warrants or PA Warrant Shares will be subject to personal liability solely
by reason of being such a holder.
(i)
Independent Accountants. To the knowledge of the Company, Haynie & Company (the “Auditor”), whose respective
reports are filed with the Commission and included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus,
and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations
and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included
or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
(j)
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.
(k)
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.
(l)
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 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.
Page 5 of 16
Section
3. Delivery and Payment.
The
Closing shall occur at the offices of Company counsel (or at such other place as shall be agreed upon by the Placement Agent and the
Company, including via remote transmission of Closing documentation). Subject to the terms and conditions hereof, at the Closing, payment
of the purchase price for the Securities sold on the Closing Date shall be made by Federal funds wire transfer, against delivery of such
Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent
may request at least one (1) business day before the time of purchase.
Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Company counsel. All actions
taken at the Closing shall be deemed to have occurred simultaneously.
Section
4. Covenants and Agreements of the Company and Placement Agent.
The
Company further covenants and agrees with the Placement Agent as follows:
(a)
Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially
complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale 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 Offering other than the Base Prospectus,
the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference
therein and any other materials permitted by the Securities Act.
(b)
Amendments, Supplements and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules
and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in
this Agreement. If during the Offering period, any event shall occur as a result of which, in the judgment of the Company or in the opinion
of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the SEC Reports in order to make
the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is
necessary at any time to amend or supplement the SEC Reports, the Company will promptly prepare an appropriate amendment or supplement
to the SEC Reports, that is necessary in order to make the statements therein as so amended or supplemented, in the light of the circumstances
under which they were made, as the case may be, not misleading, or so that the SEC Reports, as so amended or supplemented, will comply
with law. Before amending the SEC Reports, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement
and will not distribute any such amendment or supplement to which the Placement Agent reasonably objects. For the purposes of the Agreement,
the “SEC Reports” means 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, including the exhibits
thereto and documents incorporated by reference therein, together with the Base Prospectus and Prospectus Supplement.)
(c)
Copies of any Amendments and Supplements to the SEC Reports. The Company will furnish the Placement Agent, without charge, during
the period beginning on the date hereof and ending on the Closing Date of the Offering, as many copies of the SEC Reports and other documents
to be furnished to Investors as the Placement Agent may reasonably request; provided that the Company’s filing of the SEC Reports
on EDGAR shall be deemed to satisfy this covenant.
(d)
Transfer Agent. The Company will maintain, at its expense, a transfer agent for the Common Stock.
Page 6 of 16
(e)
Periodic Reporting Obligations. For as long as the Company remains subject to the reporting requirements of the Exchange Act,
the Company will duly file, on a timely basis, with the Commission and The Nasdaq Capital Market (or any successor quotation service,
exchange or marketplace) all reports and documents required to be filed under the Exchange Act within the time periods and in the manner
required by the Exchange Act.
(f)
Additional Documents. The Company will enter into any customary Closing documentation as the Placement Agent or the Investors
deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Placement
Agent and the Investors.
(g)
No Manipulation of Price. The Company has not taken, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any Common Stock.
(h)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit
and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement
Agent’s prior written consent.
(i)
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing and at the
Placement Agent’s expense, make public its involvement with the Offering.
(j)
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.
(k)
Research Matters. By entering into this Agreement, the Placement Agent does not
provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby
acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly
or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e),
the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating
or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt
of business or compensation. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company
may have against the Placement Agent with respect to any conflict of interest that may arise from the fact that the views expressed by
their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated
to the Company by the Placement Agent’s investment banking divisions. The Company acknowledges that the Placement Agent is a full
service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account
or the account of its customers and hold long or short position in debt or equity securities of the Company.
Section
5. Conditions of the Obligations of the Placement Agent.
The
obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the
Company set forth in Section 2 hereof and in the Transaction Documents, in each case as of the date hereof and as of the Closing Date
as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such
dates, and to each of the following additional conditions:
(a)
Transaction Documents. The Transaction Documents shall have been executed and delivered by the Company.
(b)
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement,
and any Prospectus, and the registration, and the sale and delivery of the Securities, shall have been completed or resolved in a manner
reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information
as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.
Page 7 of 16
(c)
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement
Agent’s sole judgment after consultation with the Company, there shall not have occurred any (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.
(d)
Chief Financial Officer Certificate. At the time this Agreement is executed, the Placement Agent shall receive a signed letter
from the Company’s Chief Financial Officer addressed to the Placement Agent in form and substance reasonably satisfactory to the
Placement Agent and its counsel, in all material respects. The certificate shall not disclose any change in the condition (financial
or other), earnings, operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable
Prospectus or prospectus supplement, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it,
in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities as contemplated
by such Prospectus.
(e)
Cold Comfort Letter. On the Closing Date, the Placement Agent shall receive a signed cold comfort letter from the Company’s
Auditor addressed to the Placement Agent containing statements and information of the type customarily included in accountants’
comfort letters with respect to the financial statements and certain financial information contained or incorporated or deemed incorporated
by reference in the Registration Statement, the Time of Sale Prospectus, and the Prospectus, addressed to the Placement Agent and in
form and substance reasonably satisfactory to the Placement Agent and its counsel, in all material respects, dated as of the date of
the Closing Date.
(f)
Officer’s Certificate. The Placement Agent shall have received on the Closing Date a certificate of the Company, dated as
of the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and the
Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents,
any Prospectus, and this Agreement and to the further effect that:
(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Date, and
the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior
to the Closing Date;
(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued
by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory
authority or stock exchange in the United States;
(iii)
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with
the Commission, and any Prospectus, contained all material information required to be included therein by the Securities Act and the
Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations
and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date
of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission
thereunder to be set forth in the Incorporated Documents which has not been so set forth; and
Page 8 of 16
(iv)
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any
Prospectus, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the Subsidiaries
taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that
is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred
in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise
of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution
of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property
of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect. “Material
Adverse Effect” means any event, circumstance, change, occurrence, effect or development that, individually or in the
aggregate, has had, or would reasonably be expected to have, (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 its 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; provided that a change
in the market price or trading volume of the Common Stock alone shall not be deemed, in and itself, to constitute a Material Adverse
Effect.
(g)
Secretary’s Certificate. At the Closing Date, the Placement Agent shall have received a certificate of the Company signed
by the Secretary or another authorized officer of the Company, dated the Closing Date certifying on behalf of the Company and not in
an individual capacity: (i) that the articles of incorporation, as amended, of the Company are true and complete, have not been modified
and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in
full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company.
(h)
Placement Agent Compensation. The Cash Fee, Placement Agent Warrants and expenses calculated in the manner provided in Section
1(a) of this Agreement and reimbursement of expenses as set forth in Section 6 of this Agreement shall have been paid or delivered to
the Placement Agent by wire transfer of immediately available funds to an account specified by the Placement Agent to the Company at
or prior to the Closing, with the Placement Agent Warrants delivered by overnight delivery following the Closing.
(i)
Additional Documents. On or before the Closing Date, the Placement Agent and counsel for the Placement Agent shall have received
such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of
the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.
(j)
The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the reasonable opinion of counsel for the Placement Agent, is material or omits to state any 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.
(k)
The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Company shall have filed with The Nasdaq Stock
Market (the “Trading Market”) a Listing of Additional Shares covering the Common Stock, PA Warrant Shares, and Pre-funded
Warrant Shares 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 Base Prospectus, Time of Sale 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.
Page 9 of 16
(l)
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.
(m)
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.
(n)
Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed
copies of the Lock-Up Agreements from each of the persons listed in Schedule 1 hereto.
If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by
the Placement Agent by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution)
and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.
Section
6. Payment of Expenses.
The
Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing fees
and expenses relating to the registration of the Securities with the Commission; (b) all fees and expenses relating to the listing of
the Company’s equity or equity-linked securities on the Trading Market; (c) all fees, expenses and disbursements relating to the
registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions
as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable
fees and disbursements of the Company’s “blue sky” counsel, which will be the Placement Agent’s counsel) unless
such filings are not required; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the
Securities under the securities laws of such foreign jurisdictions as Placement Agent may reasonably designate; (e) the costs of all
mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from
the Company to the Placement Agent; (g) the fees and expenses of the Company’s accountants; and (h) $250,000 for legal fees and
disbursements for the Placement Agent’s counsel. Notwithstanding the foregoing, in the event that an Offering pursuant to this
Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Placement Agent
its actual and accountable out-of-pocket expenses related to the Offering not to exceed $250,000 including the legal fees and disbursements
of Placement Agent’s legal counsel.
Page 10 of 16
Section
7. Indemnification and Contribution.
(a)
The Company agrees to indemnify and hold harmless the Placement Agent, its Affiliates and each person controlling the Placement Agent
(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its
Affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all reasonable and documented out of pocket fees and expenses (including the reasonable
and documented out of pocket fees and expenses of one (1) counsel for all Indemnified Persons, except as otherwise expressly provided
herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing,
pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, (i) caused by a breach by the Company of
any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by or on behalf of the
Company in connection with this Agreement, (ii) caused by, or arising out of or in connection with, any untrue statement or alleged untrue
statement of a material fact contained in the SEC Reports or by any omission or alleged omission to state therein a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements
or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing
by or on behalf of such Indemnified Person expressly for use in such documents) or (iii) otherwise arising out of or in connection with
advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby
or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions; provided, however,
that, in the case of clause (iii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person
that are finally judicially determined to have resulted primarily from such Indemnified Person’s (x) fraud, gross negligence, bad
faith or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any
Offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering which
were not authorized for such use by the Company and which use constitutes negligence, bad faith or willful misconduct. The Company also
agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s
rights under this Agreement.
(b)
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may
be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified
Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity
or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,
if requested by the Placement Agent, assume the defense of any such action including the employment of counsel reasonably satisfactory
to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person 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 Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties
to any such action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall
have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected
by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company
shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified
Persons in connection with any action or related actions, in addition to any local counsel. The Company shall not be liable for any settlement
of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contribution
may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from all Liabilities arising out of such action for which indemnification
or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.
(c)
In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company
shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect
(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other
hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted
by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent
and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,
as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary
to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of
fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the
Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed
to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by
the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,
bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act, shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.
Page 11 of 16
(d)
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted
primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions
or services.
(e)
The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services
under or in connection with, this Agreement.
(f)
The Company acknowledges that none of the Indemnified Parties is acting as an attorney, accountant, or negotiator, that the Placement
Agent will not make any recommendations about the Offering, and that the Company will seek its own professional advice with respect to
the Offering.
(g)
The parties agree that the obligations of each of the parties are solely corporate obligations, and that no officer, director, employee,
agent, or shareholder of either party shall be subjected to any personal liability whatsoever to any Person, nor will any claim for liability
or suit be asserted by, or on behalf of, either party. In no event shall the Placement Agent be liable to the Company, nor will the Company
be liable to the Placement Agent, whether a claim be in tort, contract, or otherwise, for any amount in excess of the total amount paid
by the Company to the Placement Agent under this Agreement.
Section
8. Representations and Indemnities to Survive Delivery.
The
respective indemnities, agreements, representations, warranties and other statements of the Company or any person controlling the Company,
of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of the Placement Agent, the Company, or any of its or their partners, officers or directors
or any controlling person, as the case may be, and will survive delivery of and payment for the shares and warrants sold hereunder and
any termination of this Agreement. A successor to the Placement Agent, or to the Company, its directors or officers or any person controlling
the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.
Section
9. Notices.
All
communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or e-mailed and confirmed to the parties
hereto as follows:
If
to the Placement Agent to the address set forth above, attention: Legal Department, telecopy number: (212)-393-4500.
With
a copy (which shall not constitute notice) to:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 26th floor
New
York, NY 10036
Attn:
Ross D. Carmel, Esq.
If
to the Company:
Datacentrex,
Inc.
470
W 200 N STE 18
Salt
Lake City, UT 84103
Attn:
Parker Scott, Chief Executive Officer
With
a copy (which shall not constitute notice) to:
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Attn:
Richard Friedman, Esq.
Page 12 of 16
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
Section
10. Prior Agreement. By entering into this Agreement, the parties agree that any prior letter of engagement between the parties relating
to the Offering, shall automatically terminate and cease to have any effect whatsoever and shall be superseded in its entirety by this
Agreement. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other
terms and conditions of that certain engagement letter between the Company and the Placement Agent, dated March 10, 2026, shall remain
in full force and effect.
Section
11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,
officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,
and no other person will have any right or obligation hereunder.
Section
12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.
Section
13. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York, New York and both this
Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all
other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the
Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or
the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United
States District Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of
any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New
York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the
Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such
suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall
be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process
upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service
process upon the Placement Agent, in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary,
the Company agrees that neither the Placement Agent nor its Affiliates, and the respective officers, directors, employees, agents and
representatives of the Placement Agent, its Affiliates and each other person, if any, controlling the Placement Agent or any of its Affiliates,
shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the
engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by the
Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities.
If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.
Page 13 of 16
Section
14. Right of First Refusal; Tail.
(a)
For a period of twenty four (24) months following the initial Closing Date, if the Company or any of its Subsidiaries (a) decides to
dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into
a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction,
including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, the Placement Agent (or any Affiliate
designated by the Placement Agent) shall have the right to act as the Company’s exclusive financial advisor for any such transaction;
or (b) decides to finance or refinance any indebtedness, the Placement Agent (or any Affiliate designated by the Placement Agent) shall
have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing;
or (c) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital-raising
financing of equity, equity-linked or debt securities, the Placement Agent (or any Affiliate designated by the Placement Agent) shall
have the right to act as sole book-running manager, sole underwriter or sole placement agent for such transaction. If the Placement Agent
fails to accept an offer within ten (10) business days after the receipt of a notice containing the material terms of a proposed financing
by email, registered mail or overnight courier service addressed to the Placement Agent, then the Placement Agent shall have no further
claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are
subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if
the original proposal had not been made. The Placement Agent’s failure to exercise its preferential right with respect to any particular
proposal shall not affect its preferential rights relative to future proposals. Notwithstanding anything in this Section 14 to the contrary,
if in the future the Company elects to sell its existing business or spin it off to its existing shareholders as of a record date, this
right of first refusal shall not be applicable.
(b)
For a period of twenty four (24) months after the Closing Date, the Placement Agent will receive compensation equal to the Cash Fee and
the Placement Agent Warrants set forth herein with respect to any Transaction (as defined below) occurring with Investors who the Placement
Agent had contacted during the Term or introduced to the Company during the Term, including, but not limited to, in-person, via email,
telephone or video conference.
The
term “Transaction” shall include, without limitation, public and private equity, equity-linked, convertible or debt
(excluding commercial bank debt) offerings of the Company, any investment in (whether in one or a series of transactions) the assets
or the capital stock of the Company, through any proposed merger, consolidation, joint venture or other business/strategic combination
with or involving the Company or any event which results in the transfer of control of or a material interest in the Company or of all
or a substantial amount of the assets thereof, as well as any recapitalization or restructuring of the Company by the current owners,
a third party or any combination thereof, or any other form of transaction which results in the effective acquisition of the principal
business and operations of the Company.
Section
15. General Provisions.
(a)
This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties
hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant
to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation
of this Agreement.
(b)
The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arm’s length,
is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those
duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company.
The Company waives, to the full extent permitted by applicable law, any claims it may have against the Placement Agent arising from an
alleged breach of fiduciary duty in connection with the Offering of the Securities.
[The
remainder of this page has been intentionally left blank.]
Page 14 of 16
[SIGNATURE
PAGE TO THE PLACEMENT AGENCY AGREEMENT]
If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.
Very
truly yours,
dominari
securities llc
By:
/s/
Eric Newman
Name:
Eric
Newman
Title:
Executive
Vice President, Global Head of Investment Banking
The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.
DATACENTREX,
INC.
By:
/s/
Parker Scott
Name:
Parker
Scott
Title:
Chief
Executive Officer
Page 15 of 16
Schedule
1
List
of Lock-Up Parties
No.
Name
Title
1
Parker
Scott
Chief
Executive Officer and Director
2
Robert
Steele
Chief
Financial Officer and Director
3
Christopher
Ensey
Director
4
Allan
Evans
Director
5
Christopher
R. Moe
Director
Page 16 of 16
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 3
Exhibit
3.1
SECOND
AMENDED AND RESTATED
CERTIFICATE
OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS of
SERIES
A PREFERRED CONVERTIBLE VOTING STOCK OF
DATACENTREX,
INC.
I,
Parker Scott, hereby certify that I am the Chief Executive Officer of Datacentrex, Inc. (the “Company”), a corporation
organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify:
WHEREAS,
on September 30, 2022, the Board of Directors of the Company (the “Board”) approved the Amended and Restated Certificate
of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock, which was
filed with the Secretary of State of the State of Nevada;
That,
pursuant to the authority expressly conferred upon the Board by the Company’s Articles of Incorporation, as amended (the “Articles
of Incorporation”), the Board and the holders of Series A Preferred Convertible Voting Stock (as defined below) on March 26,
2026, have approved the amendment and restatement of this Certificate of Designation, as set forth herein:
RESOLVED,
pursuant to the authority expressly granted to and vested in the Board of Directors of the Company by the Company’s Articles of
Incorporation, the Board hereby amends and restates in its entirety the Amended and Restated Certificate of Designation of Rights, Powers,
Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock, and the rights, powers, preferences, privileges
and restrictions relating to such series in addition to any set forth in the Articles of Incorporation shall be and read as follows:
TERMS
OF SERIES A PREFERRED CONVERTIBLE VOTING STOCK
1.
Designation and Number of Shares. There shall hereby be created and established by this Amended and Restated Certificate of Designation
of Rights, Powers, Preferences, Privileges and Restrictions (this “Certificate of Designation”) a series of preferred
stock of the Company designated as “Series A Preferred Convertible Voting Stock” (the “Series A Preferred Convertible
Voting Stock” or “Preferred Stock”). The authorized number of Series A Preferred Convertible Voting Stock
shall be 1,000,000 shares. Each share of Series A Preferred Convertible Voting Stock shall have a $0.001 par value. Capitalized terms
not defined herein shall have the meaning as set forth in Section 22.
2.
Ranking. The Series A Preferred Convertible Voting Stock shall, unless otherwise set forth in the applicable certificate of designations,
be senior to the common stock of the Company, par value $0.001 per share (the “Common Stock”) and any other
class of securities that is specifically designated as junior to the Series A Preferred Convertible Voting Stock (together, the “Junior
Securities”).
3.
Dividends. From and after the first date of issuance of any Series A Preferred Convertible Voting Stock (the “Initial
Issuance Date”), the holders of Series A Preferred Convertible Voting Stock (each a “Holder” and collectively
the “Holders”) shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds lawfully
available, non-cumulative dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and
December 15 (each, a “Payment Date”), in cash or in-kind at Company’s election, in an amount equal to $0.875 per share
per quarter totaling $3.50 per share on an annualized basis. If paid in kind, the dividend shall be in shares of Series A Preferred Convertible
Voting Stock (the “Dividend Shares”) valued at the $45.00 per share of Series A Preferred Convertible Voting Stock
(the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the Payment Date is
below the Reference Rate (as defined in Section 4(b)) then in effect, in which case the Dividend Shares shall be valued at the Purchase
Price adjusted by the formula:
VWAP/
Reference Rate X Purchase Price = Value per Dividend Share
The
Reference Rate shall be adjusted for subdivisions and combinations of Common Stock and certain future issuances of Company securities
consistently with the provisions of Sections 4(h) and 4(i).
4.
Conversion.
(a)
Conversion by the Holders. Subject to the provisions of this Section 4, each Holder shall have the right, at any time and from
time to time, at such Holder’s option, to convert any or all of such Holder’s shares of Series A Preferred Convertible Voting
Stock into the number of shares of Common Stock as set forth herein.
(b)
Conversion Rate. Each share of Series A Preferred Convertible Voting Stock initially converts into 23 shares of Common Stock (the
“Conversion Rate”) at a reference rate of $2.00 per share of Common Stock (the “Reference Rate”)
subject to adjustments set forth in Sections 4(g) and (h).
(c)
Mechanics of Conversion.
(i)
In order to exercise the conversion privilege set forth in Section 4(a) above, the Holder of any shares of Series A Preferred Convertible
Voting Stock to be converted shall surrender the certificate or certificates representing such shares at the principal office of the
Company (or any transfer agent of the Company previously designated by the Company to the Holders for this purpose) with an irrevocable
and unconditional written notice of election to convert (the “Optional Conversion Notice”), completed and signed,
specifying the number of Series A Preferred Convertible Voting Stock shares to be converted. Unless the shares issuable upon conversion
are to be issued in the same name as the name in which such shares of Series A Preferred Convertible Voting Stock are registered, each
share surrendered for conversion shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Company, duly
executed by the Holder thereof or such Holder’s duly authorized attorney. For purposes of this section, the “Optional
Conversion Date” shall be the date of receipt by the transfer agent (or by the Company if the Company serves as its own transfer
agent) of such certificates for shares of Series A Preferred Convertible Voting Stock, the Optional Conversion Notice and such amounts
payable.
(ii)
Within two Business Days after the surrender by the Holder of the certificates for shares of Series A Preferred Convertible Voting Stock
as aforesaid, the Company shall issue and shall deliver to such Holder, or on the Holder’s written order to the Holder’s
transferee, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of such shares, rounded
up to the next share in the event of any fractional interest in a share of Common Stock, if applicable, and, if less than all shares
of Series A Preferred Convertible Voting Stock represented by the certificate or certificates so surrendered are being converted, a residual
certificate or certificates representing the shares of Series A Preferred Convertible Voting Stock not converted.
(d)
Delivery and Fees. All shares of Common Stock delivered upon conversion of the Series A Preferred Convertible Voting Stock will,
upon delivery, be duly and validly authorized and issued, fully paid and non-assessable, free from all preemptive rights and free from
all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the Holder or taxes in respect
of any transfer occurring contemporaneously therewith). The Company will procure, at its sole expense, the listing of the shares of Common
Stock, subject to issuance or notice of issuance on the principal domestic stock exchange or inter-dealer quotation system on which the
Common Stock is then listed or traded. The Company will use its reasonable best efforts as may be necessary to ensure that the shares
of Common Stock may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange
or inter-dealer quotation system on which the shares of Common Stock are listed or traded.
(e)
Charges and Taxes. Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Convertible
Voting Stock shall be made without charge to any Holder for any issue or transfer tax or other incidental expense in respect of the issuance
of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of
Common Stock in a name other than that of the Holder of the Series A Preferred Convertible Voting Stock to be converted, and no such
issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount
of any such tax or has established, to the satisfaction of the Company, that such tax has been paid.
2
(f)
Limitation on Beneficial Ownership. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at
no time may all or a portion of the Series A Preferred Convertible Voting Stock be converted if the number of shares of Common Stock
to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such
time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section
13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99%
Beneficial Ownership Limitation”); provided, however, that, upon the Holder providing the Company with 61 days’
advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any
or all shares of Common Stock issuable upon conversion of the Series A Preferred Convertible Voting Stock, this Section 4(f) will be
of no force or effect with regard to all or a portion of the Series A Series A Preferred Convertible Voting Stock referenced in the 4.99%
Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the
contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series A Preferred Convertible Voting Stock
be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares
of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section
13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then-issued and outstanding shares of Common Stock outstanding
at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation
and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”)). By written notice to the
Company, a Holder of Series A Preferred Convertible Voting Stock may from time to time decrease the Maximum Percentage to any other percentage
specified in such notice. For purposes hereof, in determining the number of outstanding shares of Common Stock, the Holder may rely on
the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written or oral request of a Holder of Series A Preferred Convertible Voting
Stock, the Company shall within three (3) Business Days confirm orally and in writing to such Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including the Series A Preferred Convertible Voting Stock, by the Holder and its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported, that in any event are convertible or exercisable,
as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and that are not subject
to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any
portion hereof) that 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.
(g)
Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock. The Conversion Rate (and shares issuable upon conversion
of the Series A Preferred Convertible Voting Stock) will be appropriately adjusted to reflect stock splits, stock dividends, business
combinations and similar recapitalization.
(h)
Adjustment of Conversion Rate upon a Dilutive Financing. In the event that the Company issues additional securities at a purchase
price less than the current Reference Rate, as adjusted (a “Dilutive Financing”), the Conversion Rate shall be adjusted
as follows: (i) the lowest per share price paid in any such Dilutive Financing shall be multiplied by 0.8 to obtain the discount rate
(the “Discount Rate”); (ii) the Reference Rate shall then be divided by the Discount Rate to determine the adjustment
factor (the “Adjustment Factor”); and then (iii) the Conversion Rate then in effect shall be multiplied by the Adjustment
Factor to determine the adjusted Conversion Rate. Following any adjustments pursuant to the terms of this Section 4(h), all references
to the “Conversion Rate” contained in this Certificate of Designation shall mean the Conversion Rate, as adjusted.
This provision shall also adjust the Reference Rate to equal the Discount Rate for the most recent Dilutive Financing.
(i)
This Section 4(h) shall be inoperable when the following conditions are all present: a) the Company has closed on an offering of at least
$5 million net of fees at a minimum $5 per share, b) the Securities and Exchange Commission has declared effective a registration statement
registering for resale the Common Stock issuable upon conversion of the Series A Preferred Convertible Voting Stock, c) the Common Stock
is listed on the NYSE or NASDAQ and d) the Common Stock has a closing price of $6 for 20 consecutive Trading Days. In the event the Company
no longer meets the requirements of (b) or (c) above, the anti-dilution provisions of this Section 4(h) shall be operable.
3
(j)
The anti-dilution provisions of this Section 4(h) shall not be triggered by the following issuances: (i) securities issued upon conversion
of any shares of Series A Preferred Convertible Voting Stock, or as a dividend or distribution on the Series A Preferred Convertible
Voting Stock; (ii) securities issued upon the conversion of any preexisting debenture, warrant, option, or other convertible security;
or (iii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock.
5.
Authorized Shares Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of
shares of Common Stock equal to 100% of the Conversion Rate of each Series A Preferred Convertible Voting Stock as of the Initial Issuance
Date. So long as any of the Series A Preferred Convertible Voting Stock are outstanding, the Company shall take all action necessary
to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion
of the Series A Preferred Convertible Voting Stock, as of any given date, 100% of the number of shares of Common Stock as shall from
time to time be necessary to effect the conversion of all of the Series A Preferred Convertible Voting Stock.
6.
Voting Rights. The Series A Preferred shall vote together with the Common Stock on an as-converted basis, provided that each Holder
shall be limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law (the “Maximum
Voting Percentage”).
7.
Liquidation, Dissolution, Winding-Up. In the event of any liquidation, dissolution or winding up of the Company (each, a “Liquidation
Event”), Holders shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders,
first, before any payment shall be made to holders of Junior Securities by reason of their ownership thereof, an amount in cash equal
to $45 per share of Series A Preferred Convertible Voting Stock, plus accrued and declared and unpaid dividends on each share of Series
A Preferred Convertible Voting Stock, and thereafter, pari-passu with holders of Common Stock on an as-converted basis. A merger or consolidation
(other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring
corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company
will be treated as a Liquidation EVENT unless the Holders elect otherwise.
8.
Other Dividends. If the Company, at any time while any shares of Series A Preferred Convertible Voting Stock are outstanding,
shall pay a dividend in cash, securities or other assets to all holders of Common Stock (any such non-excluded event being referred to
herein as an “Other Dividend”), then Holders shall be entitled to receive such Other Dividends on a pro-rata
as-converted basis with the holders of Common Stock.
9.
Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any certificates representing Series A Preferred Convertible Voting Stock (as to which a written certification
and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification
undertaking by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and
cancellation of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor and date.
10.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation
shall be cumulative and in addition to all other remedies available under this Certificate of Designation at law or in equity (including
a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right to pursue actual and consequential
damages for any failure by the Company to comply with the terms of this Certificate of Designation.
11.
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 Certificate
of Designation, and will at all times in good faith carry out all of the provisions of this Certificate of Designation and take all action
as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of this
Certificate of Designation, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the conversion
of any Series A Preferred Convertible Voting Stock above the par value then in effect and (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock
upon the conversion of Series A Preferred Convertible Voting Stock.
4
12.
Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. This Certificate of Designation shall be deemed to be jointly drafted by
the Company and all Holders and shall not be construed against any Person as the drafter hereof.
13.
Notices. The Company shall provide each Holder of Series A Preferred Convertible Voting Stock with prompt written notice of all
actions taken pursuant to the terms of this Certificate of Designation, including in reasonable detail a description of such action and
the reason therefor. Whenever notice is required to be given under this Certificate of Designation, unless otherwise provided herein,
such notice must be in writing and shall be given in accordance with instructions provided to the Company by the Holder. Without limiting
the generality of the foregoing, the Company shall give written notice to each Holder (i) promptly following any adjustment of the Conversion
Rate, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least five (5) days prior to
the date on which the Company closes its books or takes a record (A) with respect to any distribution upon the Common Stock, (B for determining
rights to vote (if applicable) or any other applicable action.
14.
Transfer of Series A Preferred Convertible Voting Stock. Subject to the restrictions set forth in Purchase Agreement, a Holder
may transfer some or all of its Series A Preferred Convertible Voting Stock without the consent of the Company.
15.
Series A Preferred Convertible Voting Stock Register. The Company shall maintain at its principal executive offices (or such other
office or agency of the Company as it may designate and provide notice to the Holders thereof), a register for the Series A Preferred
Convertible Voting Stock, in which the Company shall record the name, address and facsimile number or email of the Persons in whose name
the Series A Preferred Convertible Voting Stock have been issued, as well as the name, address, facsimile number or email and tax identification
number of each transferee. The Company may treat the Person in whose name any Series A Preferred Convertible Voting Stock is registered
on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing
any properly made transfers.
16.
Shareholder Matters; Amendment.
(a)
Shareholder Matters. Any shareholder action, approval or consent required, desired or otherwise sought by the Company pursuant
to the NRS, the Articles of Incorporation, this Certificate of Designation or otherwise with respect to the issuance of Series A Preferred
Convertible Voting Stock may be effected by written consent of the Company’s shareholders or at a duly called meeting of the Company’s
shareholders, all in accordance with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable
sections of the NRS permitting shareholder action, approval and consent affected by written consent in lieu of a meeting.
(b)
Amendment. This Certificate of Designation or any provision hereof may be amended by obtaining the affirmative vote at a meeting
duly called for such purpose, or written consent without a meeting in accordance with the NRS, of the Holders owning a majority of
the Series A Preferred Convertible Voting Stock remaining outstanding at the time of the vote, voting together as a single class.
5
17.
Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of the this Certificate
of Designations shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, 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 Certificate of Designations (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 this Certificate of Designations), 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.
18.
Certain Defined Terms. For purposes of this Certificate of Designation, the following terms shall have the following meanings:
(a)
“1934 Act” means the Securities Exchange Act of 1934, as amended.
(b)
“Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or
under common control with, that Person. For the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control with”),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this definition,
a Person shall be deemed to be “controlled by” a Person if such latter Person possesses, directly or indirectly, power
to vote 10% or more of the securities having ordinary voting power for the election of directors of such former Person.
(c)
“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.
(d)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or a government or any department or agency thereof.
(e)
“Securities Purchase Agreement” means that certain Securities Purchase Agreement (or subscription agreement) by and
among the Company and the initial Holders of Series A Preferred Convertible Voting Stock, dated as of the Initial Issuance Date, as may
be amended from time in accordance with the terms thereof.
(f)
“Subsidiaries” shall have the meaning as set forth in the Securities Purchase Agreement.
(g)
“Trading Day” means a day on which the principal Trading Market is open for trading.
(h)
“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the NYSE American LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the OTCQB as maintained by the OTC Markets, Inc.
(i)
“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 L.P. (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
in the “Pink Sheets” published by OTC Markets Group, 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.
19.
Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designation,
unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall simultaneously with any such receipt or delivery publicly disclose
such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice
contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to each Holder
contemporaneously with delivery of such notice, and in the absence of any such indication, each Holder shall be allowed to presume that
all matters relating to such notice do not constitute material, non-public information relating to the Company or its Subsidiaries. Nothing
contained in this Section 19 shall limit any obligations of the Company, or any rights of any Holder, under the Securities Purchase Agreement.
[Signature
Page Follows]
6
IN
WITNESS WHEREOF, the Company has caused this Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting
Stock of Datacentrex, Inc. to be signed by its Chief Executive Officer on this 27th day of March, 2026.
DATACENTREX, INC.
By:
/s/ Parker Scott
Name:
Parker Scott
Title:
Chief Executive Officer
7
DATACENTREX,
INC.
CONVERSION NOTICE
Reference
is made to the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series A Series A Preferred
Convertible Voting Stock of Datacentrex, Inc. (the “Certificate of Designation”). In accordance with and pursuant
to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Series A Preferred Convertible
Voting Stock, $0.001 par value per share (the “Series A Preferred Convertible Voting Stock”), of Datacentrex, Inc.,
a Nevada corporation (the “Company”), indicated below into shares of common stock, $0.001 par value per share (the
“Common Stock”), of the Company, as of the date specified below.
Date
of Conversion: _________________________________________________________________________
Number
of Series A Preferred Convertible Voting Stock to be converted: _________________________________
Share
certificate no(s). of Series A Preferred Convertible Voting Stock to be converted: ________________________________________________________________________________________
Tax
ID Number (If applicable): _________________________________________________________________
Conversion
(Rate): __________________________________________________________________________
Number
of shares of Common Stock to be issued: ___________________________________________________
Please
issue the shares of Common Stock into which the Series A Preferred Convertible Voting Stock are being converted in the following name
and to the following address:
Issue
to: _________________________________
_________________________________
Address:_________________________________
Telephone
Number: _________________________
Facsimile
Number:___________________________
Email:_____________________________________
Holder:____________________________________
By:_______________________________________
Title:______________________________________
Dated:_____________________________________
Account
Number (if electronic book entry transfer): ________________________________
Transaction
Code Number (if electronic book entry transfer):__________________________
8
EX-5.1
EX-5.1
Filename: ex5-1.htm · Sequence: 4
Exhibit 5.1
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
March
30, 2026
VIA
EDGAR
Datacentrex,
Inc.
470
W 200 N STE 18
Salt
Lake City, UT 84103
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Datacentrex, Inc., a Nevada corporation (the “Company”), with respect to certain matters
in connection with the offering by the Company of (i) 4,510,000 shares (the “Shares”) of common stock, par
value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to 5,575,000 shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Shares,
the Pre-Funded Warrants, and the Pre-Funded Warrant Shares, the “Securities”) of Common Stock, pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-286951) (as amended, the “Registration Statement”) filed with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),
the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement filed
by the Company with the Commission pursuant to Rule 424(b) under the Act supplementing the Base Prospectus (together with the Base Prospectus,
the “Prospectus”). The Shares and the Pre-Funded Warrants are to be sold by the Company pursuant to that certain placement
agency agreement (the “Placement Agency Agreement”), dated March 26, 2026, by and between the Company and Dominari
Securities LLC (the “Placement Agent”), as described in the Prospectus.
This
opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act and it is understood
that this opinion letter is to be used only in connection with the offer and sale of the Securities while the Registration Statement
is effective under the Act.
In
connection with this opinion letter, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction,
of the Registration Statement, the Prospectus, the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws,
each as currently in effect, the Placement Agency Agreement, the form of Pre-Funded Warrant, and such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We
have assumed: the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the
authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies, including
facsimile, electronic, certified or photostatic copies the authenticity of the originals of all documents submitted to us as copies;
the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of
all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness
thereof. As to any facts relevant to the opinion expressed below, we relied upon statements and representations of officers and other
representatives of the Company and others and of public officials and have not independently established or verified such facts.
With
regard to our opinion as to the Pre-Funded Warrants and the Pre-Funded Warrant Shares, we express no opinion to the extent that future
issuances of securities of the Company, antidilution adjustments to outstanding securities of the Company or other matters may cause
the Pre-Funded Warrants to be exercisable for more shares of Common Stock of the Company than the number of shares of Common Stock of
the Company then available for issuance by the Company.
1
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
With
regard to our opinion concerning the Pre-Funded Warrants constituting binding obligations of the Company:
(i)
Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law;
(ii)
Our opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability
may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction
or other equitable remedies is subject to the discretion of the court before which the request is brought;
(iii)
We express no opinion with respect to any provision of the Pre-Funded Warrants that: (a) relates to the subject matter jurisdiction of
any federal court of the United States of America or any federal appellate court to adjudicate any controversy related to the Pre-Funded
Warrants; (b) specifies provisions may be waived in writing, to the extent that an oral agreement or implied agreement by trade practice
or course of conduct has been created that modifies such provision; (c) contains a waiver of an inconvenient forum; (d) provides for
liquidated damages, default interest, late charges, monetary penalties, prepayment or make whole payments or other economic remedies;
(e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements,
statutes of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers;
(g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates
to exclusivity, election or accumulation of rights or remedies; (i) authorizes or validates conclusive or discretionary determinations
or (j) provides that provisions of the Pre-Funded Warrants are severable to the extent an essential part of the agreed exchange is determined
to be invalid and unenforceable; and
(iv)
We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give
effect to the choice of New York law or jurisdiction provided for in the Pre-Funded Warrants.
Based
upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, (i) the Shares have been
duly authorized by all requisite corporate action on the part of the Company under the Nevada Revised Statutes (the “NRS”)
and, when the Shares are delivered and paid for by the purchasers in accordance with the terms of the Placement Agency Agreement and
when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully
paid and nonassessable. The Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants have been duly authorized by
all requisite corporate action on the part of the Company under the NRS and, when the Pre-Funded Warrant Shares are delivered to and
paid for in accordance with the terms of the Pre-Funded Warrants and when evidence of the issuance thereof is duly recorded in the Company’s
books and records, the Pre-Funded Warrant Shares will be validly issued, fully paid and non-assessable. The Pre-Funded Warrants have
been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Placement Agency Agreement, will be
valid and binding obligations of the Company.
The
opinion which we render herein is expressly limited solely to those matters governed by the NRS and is based on the NRS as in effect
on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no
opinion and provide no assurance with respect to any other laws or as to compliance with any federal or state securities law, rule or
regulation or as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated
herein.
We
hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K
being filed on or about the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the
reference to our firm in the “Legal Matters” section in the Prospectus. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations under
the Act.
2
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
This
opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our
opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any
other matters relating to the Company, the Securities or any other agreements or transactions that may be related thereto or contemplated
thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Securities,
or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be
implied or inferred beyond the opinion expressly stated above.
Respectfully
submitted,
/s/
Sheppard, Mullin, Richter & Hampton LLP
SHEPPARD,
MULLIN, RICHTER & HAMPTON LLP
3
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 5
Exhibit 10.1
PRE-FUNDED
COMMON STOCK PURCHASE WARRANT
DATACENTREX,
INC.
Warrant
Shares:
Issue
Date: March 30, 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 “Exercise Date”) until this Warrant is exercised in full
(the “Termination Date”) but not thereafter, to subscribe for and purchase from DATACENTREX, INC., a Nevada
corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”)
of the Company’s 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. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“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.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 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.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“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.
“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.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company required to be listed pursuant to Item 601(b)(21) of Regulation S-K.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
Page 1 of 15
“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, OTCQB or OTCQX (or any successors to any of the foregoing).
“Transaction
Documents” means the Pre-Funded Warrants, the Placement Agency Agreement, Placement Agent Warrants, the Lock-Up Agreements
and all exhibits thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Equity Stock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 237 W. 37th
St., Suite 602, New York, NY 10018 and a phone number of (212) 575-5757, and any successor transfer agent of 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 L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York, New York 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 the OTCQB or OTCQX as applicable, (c) if the Common
Stock is not then listed or quoted for trading on the 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 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 Holders 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.
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 Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (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. 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.
Page 2 of 15
b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.01 per Warrant Share,
was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the nominal exercise
price of $0.01 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, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining
unpaid exercise price per share of Common Stock under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise
Price”).
c)
Intentionally Omitted.
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 the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, 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 earliest of (i) two (2) Trading Days after the
delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company
and (iii) 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 is received by the
Warrant Share Delivery Date. 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 Issue Date, which may be delivered at any time after the time of execution of the Transaction Documents, the Company agrees
to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Exercise Date shall
be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price 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.
Page 3 of 15
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; provided, however, that the
Holder shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return to Holder
of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such
Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
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 and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (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.
Page 4 of 15
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. 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, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates), 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 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 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. 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 determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in
the sole discretion of the Holder, and 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 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. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. 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 one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of 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 since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder
prior to the issuance of any Warrants, 9.99%) of the number of shares of the 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 the Common Stock outstanding immediately after giving effect to the issuance of shares
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. 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.
Page 5 of 15
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 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).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash dividends) 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.
Page 6 of 15
d)
Fundamental Transaction. If, at any time while the Warrants are 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, 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 shares 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 Company’s shares of Common Stock or 50% or more of the total voting
power of the Company’s shares of Common Stock;
(iv)
the
Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are 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 or scheme of arrangement) with another person
or group of persons whereby such other person or group acquires 50% or more of the Company’s shares of Common Stock or 50%
or more of the total voting power of the Company’s shares of Common Stock (each a “Fundamental Transaction”),
then,
upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each share of Common Stock that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the
number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or
depositary shares representing those shares, 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 limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation). 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 in accordance with the provisions of
this Section 3(d) pursuant to written agreements in form 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 such 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 that
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 prior 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 this Warrant had immediately prior to the consummation of such Fundamental Transaction). 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 date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer
instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally with the Company), and 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 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.
Page 7 of 15
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. For the avoidance
of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) 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 Exercise Date.
f)
Notice to Holder.
i.
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 facsimile or 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 is a party, any sale or transfer of all or
substantially all of the assets of the Company, 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 facsimile or email to the Holder at its last facsimile
number or 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.
Page 8 of 15
Section
4. Transfer of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any registration rights) 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.
b)
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 Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
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.
d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, comply with the provisions with this Warrant.
e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
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 the rights of a Holder to receive the cash payments contemplated pursuant to Sections 2(d)(i)
and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.
Page 9 of 15
b)
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.
c)
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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
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 articles 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 governed
by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will
have restrictions upon resale imposed by state and federal securities laws.
Page 10 of 15
g)
Non-waiver 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, notwithstanding the fact that
the right to exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall be construed as a waiver by
the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission
thereunder. Without limiting any other provision of this Warrant, 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, instruction or other document to be given hereunder by a party hereto shall be in writing and shall
be deemed to have been given, (i) when received if given in person or by courier or a courier service, (ii) on the date of transmission
if sent by facsimile or email transmission or (iii) three (3) business days after being deposited in the U.S. mail, certified or registered
mail, postage prepaid:
(A)
If
to the Company:
Datacentrex,
Inc.
470
W 200 N STE 18
Salt
Lake City, UT 84103
Attn:
Parker Scott, Chief Executive Officer
E-Mail:
parker@datacentrex.com
with
a copy (for informational purposes only) to:
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Attn:
Richard Friedman, Esq.
E-Mail:
rafriedman@sheppard.com
(B)
If to the Holder, to the address set forth below or to such other individual or address as a party hereto may designate for itself by
notice given as herein provided.
Dominari
Securities LLC
725
5th Avenue, 23rd Floor,
New
York, New York 10022
Attention:
Eric Newman
Email:
enewman@dominarisecurities.com
with
a copy (for informational purposes only) to:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 26th floor
New
York, NY 10036
Attn:
Ross Carmel, Esq.
Email:
rcarmel@srfc.law
Page 11 of 15
i)
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. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder of this Warrant, on the other hand.
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.
(Signature
Page Follows)
Page 12 of 15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
DATACENTREX,
INC.
By:
Name:
Parker
Scott
Title:
Chief
Executive Officer
[Signature
page to Pre-Funded Common Stock Purchase Warrant]
Page 13 of 15
EXHIBIT
A
NOTICE
OF EXERCISE
TO:
DATACENTREX, INC.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant dated
March 30, 2026 (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 lawful money of the United States.
(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:
_______________________________
_______________________________
_______________________________
(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
Page 14 of 15
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant 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:
NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.
Page 15 of 15
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 6
Exhibit 10.2
PLACEMENT
AGENT COMMON STOCK PURCHASE WARRANT
DATACENTREX,
INC.
Warrant
Shares: 806,800
Initial
Issuance Date: March 30, 2026
THIS
PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Dominari Securities
LLC, 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 September 26, 2026 (the “Initial Exercise Date”)
and prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Issuance Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from DATACENTREX, INC., a Nevada corporation (the “Company”),
806,800 shares of Common Stock of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“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.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 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.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“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
Agency Agreement” means the Placement Agency Agreement, dated March 26, 2026, between the Placement Agent and the Company,
pursuant to which this Warrant has been issued.
“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.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company required to be listed pursuant to Item 601(b)(21) of Regulation S-K.
Page 1 of 16
“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, OTCQB or OTCQX (or any successors to any of the foregoing).
“Transfer
Agent” means Equity Stock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 237 W. 37th
St., Suite 602, New York, NY 10018 and a phone number of (212) 575-5757, and any successor transfer agent of 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 Financial L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City, New York time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of one share of Common Stock for such date (or the nearest preceding date) on the OTCQB or OTCQX as
applicable, (c) if Common Stock is not then listed or quoted for trading on the OTCQB or OTCQX and if prices for Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price of one share of Common Stock so reported, as reported by Bloomberg Financial L.P. or
(d) in all other cases, the fair market value of one share of Common Stock as determined by an independent appraiser selected in good
faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
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 (or such other office
or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on
the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within
two (2) Trading Days 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
form 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 five (5) Trading Days of the date 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
Form within two (2) Business Days 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.
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.00, subject to adjustment hereunder
(the “Exercise Price”).
Page 2 of 16
c)
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering,
or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then 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)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close
of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof 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 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.
If
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, and the
holding period of the Warrants being exercised may be tacked onto the holding period of the Warrant Shares. The Company agrees not to
take any position contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
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 the Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery
Date (as defined below), and otherwise by physical delivery of a certificate or book-entry statement, 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 two (2) Trading Days after the delivery
to the Company of the Notice of Exercise and provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is made by the Holder (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered
via DWAC, the Transfer Agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation
required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from
the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery
Date, the Transfer Agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of
the Holder to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares
upon a cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant
Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company
of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section
2(d)(vi) prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant
Shares subject to a Notice of Exercise by the second (2nd) Trading Day following 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 fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second
(2nd) Trading Day following such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such
exercise.
Page 3 of 16
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.
iii.
Rescission Rights. If the Company fails to cause its Transfer Agent to deliver 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; provided, however,
that the Holder shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return
to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to
acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).
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 its Transfer Agent to transmit to the Holder the Warrant Shares 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 and return any amount received
by the Company in respect of the Exercise Price for those Warrant Shares (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.
Page 4 of 16
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.
viii.
Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder
in order to exercise this Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Warrant.
No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Warrant. The Company
shall honor exercises of this Warrant and shall deliver Shares underlying this Warrant in accordance with the terms, conditions and time
periods set forth herein.
Page 5 of 16
e)
Holder’s Exercise Limitations. 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, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates), 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 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 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. 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 determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in
the sole discretion of the Holder, and 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 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. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. 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 Company’s
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 two 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 shares of 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 since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of 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 shares 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. 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 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.
Page 6 of 16
b)
Subsequent Equity Sales. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event
that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice,
or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of Common
Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
c)
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).
d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash dividends) 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.
e)
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, 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,
(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 more than 50% of
the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (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 capital 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 by holders of Common Stock as a result
of such Fundamental Transaction for each share 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 in accordance with the provisions of this Section 3(e) 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 prior 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 succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with
the same effect as if such Successor Entity had been named as the Company herein.
Page 7 of 16
f)
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. For the avoidance
of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(f) 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 Exercise Date.
g)
Notice to Holder.
i.
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 facsimile or 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 is a party, any sale or transfer of all or
substantially all of the assets of the Company, 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 facsimile or email to the Holder at its last facsimile
number or 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 shares
of 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 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.
a)
Transferability. Subject to compliance with any applicable rules and regulations of the
Financial Industry Regulatory Authority and any applicable securities laws, this Warrant and all rights hereunder (including, without
limitation, any registration rights) 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. Notwithstanding anything to the contrary contained herein, this Warrant may not be sold, transferred, assigned
or hypothecated, nor may it be subject to any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of this Warrant and/or the Warrant Shares, for a period of 180 days after the Initial Issuance Date to anyone other
than (i) a selected dealer in connection with the Offering (as such term is defined in the Placement Agency Agreement) or (ii) a bona
fide officer or partner of the Placement Agent (as such term is defined in the Placement Agency Agreement) or selected dealer and only
if any such transferee agrees to the foregoing lock-up restrictions.
Page 8 of 16
b)
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.
c)
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. Registration Rights.
a)
To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that
the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration
statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be
inappropriate), then, for a period of five (5) years from the commencement of sales of the Offering, the Company shall give written notice
of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date,
which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the
opportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writing within five (5) days
following receipt of such notice (a “Piggyback Registration”). Unless this Warrant shall have expired, the Company
shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant
Shares in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through
a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably
requested by the Company (which information shall be limited to that which is required for disclosure under the Securities Act and the
forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company may elect to
exclude such Holder from the registration statement.
b)
[Reserved].
c)
Notwithstanding the foregoing, the registration rights described in this Section 5 shall be subject to limitations imposed by
the Commission’s rules or comments of the Commission staff in connection with its review of the registration statement for any
such resale registration.
d)
General Terms.
A)
Indemnification. The Company shall indemnify the Holder(s) of the registrable securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section
20 (a) of the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable documented out-of-pocket attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them
may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of
the registrable securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may
become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent.
Page 9 of 16
e)
Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants
prior to or after the initial filing of any registration statement or the effectiveness thereof.
f)
Documents Delivered to Holders. If requested by the Holder, the Company shall furnish to each Holder participating in any of the
foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter,
of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes
an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii)
a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public
accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each
case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in
the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings
of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and
memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company,
its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of
FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably
request.
g)
Documents to be Delivered by Holders(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to
the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.
h)
Damages. Should the registration or the effectiveness thereof required by this Section 5 be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the
Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.
Section
6. Miscellaneous.
a)
No Rights as Stockholder Until Exercise. 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).
b)
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.
Page 10 of 16
c)
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 Trading Day, then, such action may be taken, or such right may be exercised on the next succeeding Trading
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 articles 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 Placement Agency Agreement.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not subject to an
effective registration statement, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state
and federal securities laws.
Page 11 of 16
g)
Non-waiver 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, notwithstanding the fact that
the right to exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall be construed as a waiver by
the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission
thereunder. Without limiting any other provision of this Warrant or the Placement Agency 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, instruction or other document to be given hereunder by a party hereto shall be in writing and shall
be deemed to have been given, (i) when received if given in person or by courier or a courier service, (ii) on the date of transmission
if sent by facsimile or email transmission or (iii) three (3) Business Days after being deposited in the U.S. mail, certified or registered
mail, postage prepaid:
(A)
If
to the Company:
Datacentrex,
Inc.
470
W 200 N STE 18
Salt
Lake City, UT 84103
Attn:
Parker Scott, Chief Executive Officer
E-Mail:
parker@datacentrex.com
with
a copy (for informational purposes only) to:
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Attn:
Richard Friedman, Esq.
E-Mail:
rafriedman@sheppard.com
(B)
If to the Holder, to the address set forth below or to such other individual or address as a party hereto may designate for itself by
notice given as herein provided.
Dominari
Securities LLC
725
5th Avenue, 23rd Floor,
New
York, New York 10022
Attention:
Eric Newman
Email:
enewman@dominarisecurities.com
with
a copy (for informational purposes only) to:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 26th floor
New
York, NY 10036
Attn:
Ross Carmel, Esq.
Email:
rcarmel@srfc.law
Page 12 of 16
i)
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 shares of 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. 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.
********************
(Signature
Page Follows)
Page 13 of 16
IN
WITNESS WHEREOF, the Company has caused this Placement Agent Warrant to be executed by its officer thereunto duly authorized as of the
date first above indicated.
DATACENTREX,
INC.
By:
Name:
Parker Scott
Title:
Chief Executive Officer
[Signature
Page to Placement Agent Warrant]
Page 14 of 16
NOTICE
OF EXERCISE
TO:
DATACENTREX, INC.
_________________________
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant dated
March [*], 2026 (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, payable to the Company; 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 register and 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 or by physical delivery of a certificate to:
_______________________________
_______________________________
_______________________________
(4)
Accredited Investor. If the Warrant is being exercised via cash exercise and there is no effective Registration Statement covering
the resale of the Warrant Shares, the undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
Page 15 of 16
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________
whose address is
_______________________________________________________________.
_______________________________________________________________
Dated:
______________, _______
Holder’s
Signature: _____________________________
Holder’s
Address: _____________________________
_____________________________
NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.
Page 16 of 16
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 7
Exhibit 99.1
Datacentrex
Announces Proposed Public Offering
Salt
Lake City, Utah, March 26, 2026 (GLOBE NEWSWIRE) — Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced that it has commenced a public offering of shares of its common stock and,
in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. The Company intends to use
the net proceeds from this proposed offering (the “Offering”) for working capital and general corporate purposes. The Offering
is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual
size or terms of the Offering.
Dominari
Securities LLC is acting as the sole placement agent for the Offering
This
Offering is being made pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-286951), declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2025. A preliminary prospectus supplement and accompanying
shelf prospectus (“Shelf Prospectus”) describing the terms of the Offering will be filed with the SEC and will be available
on the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement (together
with the final prospectus supplement for this Offering, the “Prospectus Supplement”) and the accompanying Shelf Prospectus
may be obtained, when available, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave 23 Floor, New York,
NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.
Before
investing in this Offering, interested parties should read, in their entirety, the Prospectus Supplement and the Shelf Prospectus and
the other documents that the Company has filed with the SEC pertaining to the Offering and that are incorporated by reference in the
Prospectus Supplement and the Shelf Prospectus, which provide more information about the Company and such Offering.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a part
of and is not incorporated by reference into this press release.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to the Offering. These statements are identified by the use of the words “could,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,”
“continue,” “predict,” “potential,” “project” and similar expressions that are intended
to identify forward-looking statements, including the Company’s expectations regarding the Offering, use of the expected proceeds
from the Offering and other statements that are not purely statements of historical fact. All forward-looking statements speak only as
of the date of this press release. You should not place undue reliance on these forward-looking statements. Although the Company believes
that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, it
can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve
significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ
materially from historical experience and present expectations or projections. Actual results may differ materially from those in the
forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the Company’s Annual
Report on Form 10-K, as amended, and in subsequent reports on Forms 10-Q and 8-K. Investors and security holders are urged to read these
documents free of charge on the SEC’s website at: http://www.sec.gov. Except as required by law, the Company undertakes
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 8
Exhibit 99.2
Datacentrex
Announces Pricing of $20.17 Million Confidentially Marketed Public Offering at $2.00 per Share
Salt
Lake City, Utah, March 26, 2026 (GLOBE NEWSWIRE) — Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced the pricing of its confidentially marketed public offering (the “Offering”)
of common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock, at a public
offering price of $2.00 per share (inclusive of the pre-funded warrant exercise price).
The
Company expects to receive aggregate gross proceeds of $20.17 million from the Offering, before deducting placement agent fees and other
related expenses. The Offering is expected to close on or about March 30, 2026, subject to the satisfaction of customary closing conditions.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Dominari
Securities LLC is acting as the exclusive placement agent for the Offering.
The
Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus, initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2025, and declared effective by SEC on May 30,
2025.
A
preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof has
been filed with the SEC on March 26, 2026 and forms a part of the effective registration statement, and is available on the SEC’s
website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying base prospectus
may be obtained, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave., 23 Floor, New York, NY 10022,
by email at info@dominarisecurities.com, or by telephone at (212) 393-4500. The final terms of the Offering will be disclosed in a final
prospectus supplement to be filed with the SEC, which will be available for free on the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a part
of and is not incorporated by reference into this press release.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to the Offering. These statements are identified by the use of the words “could,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,”
“continue,” “predict,” “potential,” “project” and similar expressions that are intended
to identify forward-looking statements, including the satisfaction of customary closing conditions related to the Offering, the intended
use of the expected proceeds from the Offering and other statements that are not purely statements of historical fact. All forward-looking
statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements.
Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking
statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual
results to differ materially from historical experience and present expectations or projections. Actual results may differ materially
from those in the forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the
Company’s prospectus supplement relating to the Offering, Annual Report on Form 10-K, as amended, and in subsequent reports on
Forms 10-Q and 8-K. Investors and security holders are urged to read these documents free of charge on the SEC’s website at: http://www.sec.gov.
Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence
of unanticipated events.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
EX-99.3
EX-99.3
Filename: ex99-3.htm · Sequence: 9
Exhibit 99.3
Datacentrex
Announces Closing of $20.17 Million Public Offering
Salt
Lake City, Utah, March 31, 2026 (GLOBE NEWSWIRE) -- Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced the closing of its previously announced public offering (the “Offering”)
of 4,510,000 shares of common stock and 5,757,000 pre-funded warrants at a public offering price
of $2.00 per share (inclusive of the pre-funded warrant exercise price of $0.01), resulting in gross proceeds of $20.17 million,
before deducting placement agent fees and other related expenses.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Dominari
Securities LLC acted as the exclusive placement agent for the Offering.
This
Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus,
initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2025, as amended and declared effective
by the SEC on May 30, 2025.
A
preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof was
filed with the SEC on March 26, 2026 and forms a part of the effective registration statement, and is available on the SEC’s website
located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the Offering was filed with the
SEC on March 30, 2026 and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement
and the accompanying base prospectus may be obtained, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 Fifth
Avenue, 23rd Floor, New York, NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a
part of and is not incorporated by reference into this press release.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to the Offering. These statements are identified by the use of the words “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,”
“potential,” “project” and similar expressions that are intended to identify forward-looking statements, including
the intended use of proceeds from the Offering and other statements that are not purely statements of historical fact. All forward-looking
statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements.
Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking
statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual
results to differ materially from historical experience and present expectations or projections. Actual results may differ materially
from those in the forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the
Company’s final prospectus supplement relating to the Offering, Annual Report on Form 10-K, as amended, and in subsequent reports on
Forms 10-Q and 8-K. Investors and security holders are urged to read these documents free of charge on the SEC’s website at: http://www.sec.gov.
Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence
of unanticipated events.
Company
Contact
Datacentrex Investor Relations
ir@datacentrex.com
800-403-6150
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